Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (1) The Company and each of its Subsidiaries is duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or standing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest of each such Subsidiary owned by the Company and each other such Subsidiary, is set forth in Section 2.2(a)(2) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the Company does 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.

Organization and Qualification; Subsidiaries. (1) The Each of the Company and each of its Subsidiaries subsidiaries is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would notauthority and is in possession of all franchises, individually or in the aggregategrants, reasonably be expected to be material to the Company authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and its Subsidiaries, taken as a whole, the Company has all orders ("Approvals") necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not have a Material Adverse Effect. The Each of the Company and each of its Subsidiaries subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the its properties and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to be material to the Company not have a Material Adverse Effect. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s Subsidiaries's subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary subsidiary, the authorized capitalization of each subsidiary, and the percentage of the each subsidiary's outstanding equity interest of each such Subsidiary capital stock owned by the Company and each other such Subsidiaryor another subsidiary, is set forth in Section 2.2(a)(2) 2.1 of the Company Disclosure Schedule. Except for minority investments as set forth in private investment fundsSection 2.1 of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or other entity, with respect to which interest the Company or any of its subsidiaries has invested or is required to invest $50,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (1a) The Each of the Company and each subsidiary of its Subsidiaries the Company (each a “Subsidiary”) is a corporation, limited partnership or other similar type of entity duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization incorporation and has the requisite power and authority (corporate or other organizational power otherwise) and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not have a Material Adverse Effect. The Company and each of its Subsidiaries Subsidiary is duly qualified or licensed as a foreign corporation, limited partnership or other similar type of entity to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as not have a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary and Subsidiary, the percentage of the outstanding capital stock or other type of equity interest interests of each such Subsidiary owned by the Company and each other such Subsidiary, and the names of the directors and officers of each Subsidiary, is set forth in Section 2.2(a)(24.01(b) of the Company Disclosure ScheduleLetter. Except for minority investments as disclosed in private investment fundsSection 4.01(b) of the Disclosure Letter, the Company does 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 other business association or other entity.

Organization and Qualification; Subsidiaries. (1a) The Each of the Company and each of its Subsidiaries is an entity duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational similar power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation or other legal entity to do business, business and is in good standing, standing in each jurisdiction where the character and location of the properties and or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing necessary or standing necessarydesirable, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to be material to the not have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all Subsidiaries of the Company’s Subsidiaries, together with identifying the jurisdiction of formation incorporation or other organization of each such Subsidiary and Subsidiary, the percentage of the outstanding share capital or other equity interests of, or other interest of in, each such Subsidiary owned or held by the Company and each of its other such Subsidiary, Subsidiaries is set forth in Section 2.2(a)(24.01(b) of the Company Disclosure Schedule. Except for minority investments as set forth in private investment fundsSection 4.01(b) of the Company Disclosure Schedule, the Company does 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, or otherwise control any other corporation, partnership, joint venture or other business association or other entity.

Organization and Qualification; Subsidiaries. (1a) The Company and each of its Subsidiaries Company Subsidiary is a corporation or other organization duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation incorporation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing would notthat, individually or in the aggregate, have not had and would not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s SubsidiariesCompany Subsidiaries and each other entity in which the Company or any Company Subsidiary owns any equity or similar interest, together with the jurisdiction of formation incorporation or other organization of each Company Subsidiary or such Subsidiary other entity and the percentage of the outstanding capital stock or other equity interest of each Company Subsidiary or such Subsidiary other entity that is owned by the Company and each other such Company Subsidiary, is set forth in Section 2.2(a)(24.01(b) of the Company Disclosure Schedule. Except for minority investments Other than the Company Subsidiaries and each other entity set forth in private investment fundsSection 4.01(b) of the Company Disclosure Schedule, the Company does not directly or indirectly own own, and has never owned, 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.

Organization and Qualification; Subsidiaries. (1) The Company is a corporation duly incorporated, validly existing and each in good standing under the Laws of its the State of Delaware. Each of the Company’s Subsidiaries is duly formed incorporated or organizedformed, as the case may be, validly existing and in good standing under the Laws of the jurisdiction of its organization or formation or organization (as the case may be). The Company and each of its Subsidiaries has the requisite corporate or other organizational and limited liability power (as the case may be) and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company , and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified qualified, licensed or licensed and in good standing standing, would not, individually or in the aggregate, reasonably be expected to be material to the not have a Company Material Adverse Effect. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s SubsidiariesSubsidiaries as of the date hereof, together with the jurisdiction of incorporation or formation or other organization of each such Subsidiary and the percentage of the outstanding capital stock or other equity interest of each such Subsidiary owned by the Company and each other Company Subsidiary as of such Subsidiary, date is set forth on Section 4.1 of the Company’s Disclosure Letter. Except as set forth in Section 2.2(a)(2) 4.1 of the Company Company’s Disclosure Schedule. Except for minority investments in private investment fundsLetter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entity, other entitythan indirect equity and similar interests held for investment which are not, individual or in the aggregate, material to the Company.

Organization and Qualification; Subsidiaries. (1a) The Company and each Subsidiary of its Subsidiaries the Company (each a “Company Subsidiary”) is a corporation, company or other organization duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation incorporation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s SubsidiariesCompany Subsidiaries and each other entity in which the Company or any Company Subsidiary owns any equity or similar interest, together with the jurisdiction of formation or other organization incorporation of each Company Subsidiary or such Subsidiary other entity and the percentage of the outstanding equity interest of each Company Subsidiary or such Subsidiary other entity that is owned by the Company and each other such Company Subsidiary, in each case, as of the date of this Agreement, is set forth in Section 2.2(a)(24.01(b) of the Company Disclosure Schedule. Except for minority investments in private investment fundsAs of the date of this Agreement, the Company does 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 entityentity other than any entity set forth on Section 4.01(b) of the Company Disclosure Schedule.

Organization and Qualification; Subsidiaries. (1) The Company is a corporation duly organized, validly existing and each 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 to carry on its businesses as now conducted and as proposed to be conducted, except as would not reasonably be expected to have a Material Adverse Effect. Each of the Subsidiaries of the Company is a corporation or other legal entity duly formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation incorporation or organization and has the all requisite corporate corporate, partnership or other organizational similar power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its properties and assets and to carry on its business businesses as it now conducted and proposed to be conducted, except as would not reasonably be expected to have a Material Adverse Effect. Schedule 3.01 sets forth a list of all Subsidiaries of the Company and, except as listed on such Schedule, the Company does not own, directly or indirectly, beneficially or of record, any shares of capital stock, membership, partnership, trust or other interest in any other Person or any other investment in any other Person. Except as set forth on Schedule 3.01, neither the Company nor any of its Subsidiaries is now being conductedengaged in any joint venture or partnership with any other Person. The Each of the Company and each of its Subsidiaries is duly qualified or licensed and in good standing to do business, and is in good standing, business in each jurisdiction where in which the character and location of the properties and assets property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification, qualification or licensing or standing necessary, except where the failure to be so qualified qualified, licensed or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to be material is not material. The Company has delivered to the Company Investors accurate and its Subsidiaries, taken as a whole. (2) A complete and correct list of all copies of the Company’s Subsidiaries, together with the jurisdiction certificate of formation incorporation and bylaws (or other organization similar governing documents), as currently in effect, of each such Subsidiary and the percentage of the outstanding equity interest of each such Subsidiary owned by the Company and each other such Subsidiary, is set forth in Section 2.2(a)(2) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the Company does 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 entityits Subsidiaries.

Organization and Qualification; Subsidiaries. (1) The Each of the Company and each Subsidiary of its Subsidiaries the Company is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each of its Subsidiaries Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any effect that is or is reasonably be expected likely to be material materially adverse to the business, operations, condition or assets (including, without limitation, contingent liabilities) of the Company and its Subsidiaries, the Subsidiaries taken as a whole. (2) . A true and complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary and the percentage of the outstanding equity interest capital stock of each such Subsidiary owned by the Company and each other such Subsidiary, is set forth in Section 2.2(a)(2) 5.1 of the Company Disclosure Schedule, which has been delivered prior to the date of this Agreement by the Company to the Investors and which is attached hereto (the "Disclosure Schedule"). Except for minority investments as disclosed in private investment fundssuch Schedule, the Company does 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 other business association or other entity.

Organization and Qualification; Subsidiaries. (1) The Each of the Company and each of its Subsidiaries subsidiaries is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all authority necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals could not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each of its Subsidiaries subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the its properties and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, that could not reasonably be expected to be material to the Company have a Material Adverse Effect. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s Subsidiaries's subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary subsidiary, the authorized capitalization of each subsidiary, and the percentage of the each subsidiary's outstanding equity interest of each such Subsidiary capital stock owned by the Company and each other such Subsidiaryor another subsidiary, is set forth in Section 2.2(a)(2) 2.1 of the Company Disclosure Schedule. Except for minority investments as set forth in private investment fundsSection 2.1 of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or other entity, with respect to which interest the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (1a) The Company and each of its Subsidiaries subsidiaries (as hereinafter defined) is a corporation or legal entity duly formed or organized, validly existing and in good standing (where such concept is recognized) under the Laws of the jurisdiction of its incorporation or formation or organization and has the all requisite corporate corporate, partnership or other organizational similar power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its properties and assets and to carry on its business businesses as it is now being conducted and proposed by the Company to be conducted. The . (b) Section 3.1(b) of the Company Disclosure Schedule identifies all subsidiaries of the Company and the state or jurisdiction of incorporation or formation for each subsidiary. Section 3.1(b) of the Company Disclosure Schedule also identifies all other entities that are not subsidiaries in which the Company or any of its Subsidiaries subsidiaries has acquired an equity interest, the state or jurisdiction of incorporation or formation of each such entity and the terms and conditions of each such equity interest. (c) Each of the Company and its subsidiaries is duly qualified or licensed and in good standing to do business, and is in good standing, business in each jurisdiction where in which the character and location of the properties and assets property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification, qualification or licensing or standing necessary, except where the failure to be so duly qualified or licensed and in good standing does not and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to be material to a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany. (2d) A The Company has made available to Parent accurate and complete and correct list of all copies of the Company’s Subsidiariescertificate of incorporation and bylaws or equivalent constituent or organizational documents, together with the jurisdiction as currently in effect, of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest of each such Subsidiary owned by the Company and each other such Subsidiary, is set forth in Section 2.2(a)(2) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the Company does 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 entityits subsidiaries.

Organization and Qualification; Subsidiaries. (1a) The Company is a corporation duly incorporated, validly existing and each in good standing under the Laws of the jurisdiction of its Subsidiaries incorporation. Each Company Subsidiary is a corporation or other legal entity duly formed incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its formation incorporation or organization organization. The Company and each Company Subsidiary has the requisite corporate or other organizational legal entity, as the case may be, power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries Company Subsidiary is duly qualified or licensed to do business, business and is in good standing, standing in each jurisdiction where the character and location ownership, leasing or operation of the its properties and or assets owned, leased or operated by it or the nature conduct of its business makes requires such qualification, licensing or standing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A The Company has made available to Parent true and complete and correct list copies of all (i) the Restated Certificate of the Company’s SubsidiariesIncorporation, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest of each such Subsidiary owned by the Company and each other such Subsidiaryas amended, is set forth in Section 2.2(a)(2) of the Company Disclosure Schedule(the “Company Charter”) and (ii) the Amended and Restated By-laws of the Company (the “Company By-laws”). Except for minority investments in private investment fundsEach of the Company Charter, the Company does not directly or indirectly own any equity or similar interest inBy-laws and the certificate of incorporation, 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 by-laws or other entitysimilar organizational or governing documents of each material Company Subsidiary is in full force and effect, and neither the Company nor any material Company Subsidiary is in violation of any of the provisions of such documents.

Organization and Qualification; Subsidiaries. (1) The Company and each of its Subsidiaries is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would notauthority and is in possession of all franchises, individually or in the aggregategrants, reasonably be expected to be material to the Company authorizations, licenses, permits, easements, consents, certificates, approvals and its Subsidiaries, taken as a whole, the Company has all orders ("Approvals") necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not have a Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the its properties and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to be material to the not have a Material Adverse Effect. The Company has no significant subsidiaries. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s Subsidiaries's subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary subsidiary, and the percentage of the each subsidiary's outstanding equity interest of each such Subsidiary capital stock owned by the Company and each other such Subsidiary, or another subsidiary is set forth in Section 2.2(a)(22.01 of the disclosure schedule (the "Company Disclosure Schedule") prepared by the Company and delivered to Parent in connection with the execution of this Agreement. Except as set forth in Section 2.01 of the Company Disclosure Schedule. Except for minority investments Schedule or the Company SEC Reports (as defined in private investment fundsSection 2.07), the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or other entity, with respect to which interest the Company has invested or is required to invest $1,000,000 or more.

Organization and Qualification; Subsidiaries. (1a) The Company and each of its Subsidiaries Company Subsidiary is an organization duly formed incorporated or organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or formation or organization and has the requisite corporate or other organizational limited liability company power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries Company Subsidiary is duly qualified or licensed as a foreign organization to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, not individually or in the aggregate, reasonably be expected to be material to the aggregate have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Company Subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Company Subsidiary and the percentage of the outstanding equity interest Equity Interests of each such Company Subsidiary owned by the Company and each other such Company Subsidiary, is set forth in Section 2.2(a)(25.01(b) of the Company Disclosure Schedule, and there are no Equity Interests issued or outstanding in any Company Subsidiary except as set forth thereon. Except for minority investments in private investment fundswith respect to the Company Subsidiaries, the Company does not directly or indirectly own own, and has never owned, any equity or similar interest Equity Interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest Equity Interest in, any other corporation, partnership, joint venture or business association or other entity.

Organization and Qualification; Subsidiaries. (1a) The Company Except as set forth in Section 4.01(a) of the Disclosure Schedule, each of Nasco and each subsidiary of its Subsidiaries is Nasco (individually a "Nasco Subsidiary" and collectively the "Nasco Subsidiaries") has been duly formed or organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its formation incorporation or organization organization, as the case may be, and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company Each of Nasco and each of its the Nasco Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure such failures to be so qualified or licensed and in good standing that would not, individually or in not materially delay consummation of the aggregate, reasonably be expected to be material to the Company Merger and its Subsidiaries, taken as would not have a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Nasco Subsidiaries, together with the jurisdiction of formation incorporation or other organization of each such Nasco Subsidiary and the percentage of the outstanding equity interest capital stock of each such Nasco Subsidiary owned by the Company Nasco and each other such Nasco Subsidiary, is set forth in Section 2.2(a)(24.01(a) of the Company Disclosure Schedule. Except for minority investments as disclosed in private investment fundsSection 4.01(a) of the Disclosure Schedule, the Company Nasco does 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, limited liability company, joint venture or other business association or entity other entitythan investments in marketable securities.

Organization and Qualification; Subsidiaries. (1a) The Except as set forth in Section 3.01(a) of the Disclosure Schedule attached hereto, dated as of the date hereof and forming a part of this Agreement (the "Disclosure Schedule"), each of the Company and each subsidiary of its Subsidiaries is the Company listed in Section 3.01(a) of the Disclosure Schedule (each a "Company Subsidiary" and collectively the "Company Subsidiaries") has been duly formed or organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its formation incorporation or organization organization, as the case may be, and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Each of the Company and each of its Subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in not materially delay consummation of the aggregate, reasonably be expected to be material to the Company Merger and its Subsidiaries, taken as would not have a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Company Subsidiaries, together with the jurisdiction of formation incorporation or other organization of each such Company Subsidiary and the percentage of the outstanding equity interest capital stock of each such Company Subsidiary owned by the Company and each other such Company Subsidiary, is set forth in Section 2.2(a)(23.01(a) of the Company Disclosure Schedule. Except for minority investments as disclosed in private investment fundsSection 3.01(a) of the Disclosure Schedule, the Company does 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 Person other corporation, partnership, joint venture or business association or other entitythan investments in marketable securities.

Organization and Qualification; Subsidiaries. (1a) The Each of the Company and each of its Subsidiaries subsidiaries is an entity duly formed or organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the Laws laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all authority necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such other power or authority would not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each of its Subsidiaries subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the its properties and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, not reasonably be expected to be material to the Company have a Material Adverse Effect. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all subsidiaries of the Company’s Subsidiaries, Company together with the jurisdiction of formation or other organization of each such Subsidiary subsidiary and the percentage of the outstanding equity interest of each such Subsidiary subsidiary's outstanding capital stock owned by the Company or another subsidiary of the Company is contained in Section 2.01 of the written disclosure schedule previously initialed on behalf of the Company and each other such Subsidiary, is the Acquiror (the "Company Disclosure Schedule"). Except as set forth in Section 2.2(a)(2) 2.01 of the Company Disclosure Schedule. Except for minority investments in private investment fundsSchedule , neither the Company does not nor any of its subsidiaries directly or indirectly own owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest inin or is the general or limited partner of, any other corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), (i) with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $50,000 or more, or (ii) which is a publicly-traded entity unless such interest is held for investment by the Company or its subsidiary and comprises less than five percent of the outstanding stock of such entity.

Organization and Qualification; Subsidiaries. (1a) The Company and each of its Subsidiaries is a joint stock corporation (anonim sirket) duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization Turkey and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Each Company Subsidiary is a corporation or other organization duly organized, validly existing and each in good standing under the laws of the jurisdiction of its Subsidiaries incorporation or organization and has the requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where such failure would not have a Company Material Adverse Effect. Each Group Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing would notthat, individually or in the aggregate, have not had and would not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Company Subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Company Subsidiary and the percentage of the outstanding equity interest capital stock of each such Company Subsidiary owned by the Company and each other such Company Subsidiary, is set forth in Section 2.2(a)(23.01(b) of the Company Disclosure ScheduleLetter. Except for minority investments in private investment funds, the The Company does 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.

Organization and Qualification; Subsidiaries. (1a) The Company and each of its Subsidiaries is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its formation or organization Delaware and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each Company Subsidiary is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be in good standing would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing would notthat, individually or in the aggregate, have not had and would not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Company Subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Company Subsidiary and the percentage of the outstanding equity interest capital stock of each such Company Subsidiary owned by the Company and each other such Company Subsidiary, is set forth in Section 2.2(a)(24.01(b) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the The Company does 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.

Organization and Qualification; Subsidiaries. (1) The Company Each of Parent and each of its Subsidiaries subsidiaries is a corporation duly formed or organized, organized and validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all authority necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized and existing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. The Company Each of Parent and each of its Subsidiaries subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the its properties and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, that could not reasonably be expected to be material to the Company have a Material Adverse Effect. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s SubsidiariesParent's subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary subsidiary and the percentage of the each subsidiary's outstanding equity interest of each such Subsidiary capital stock owned by the Company and each other such SubsidiaryParent or another subsidiary, is set forth in Section 2.2(a)(2) 3.01 of the written disclosure schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"). Except for minority investments as set forth in private investment fundsSection 3.01 of the Parent Disclosure Schedule or the Parent SEC Reports (as defined in Section 3.07 below), the Company Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or other entity, with respect to which Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding capital stock of such company.

Organization and Qualification; Subsidiaries. (1) The Each of the Company and each of its Subsidiaries subsidiaries is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would notauthority and is in possession of all franchises, individually or in the aggregategrants, reasonably be expected to be material to the Company authorizations, licenses, permits, easements, consents, certificates, approvals and its Subsidiaries, taken as a whole, the Company has all orders ("APPROVALS") necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals is not reasonably likely to have a Company Material Adverse Effect. The Each of the Company and each of its Subsidiaries subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, that is not reasonably be expected likely to be material to the have a Company Material Adverse Effect. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s Subsidiaries's subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary subsidiary and the percentage of the each subsidiary's outstanding equity interest of each such Subsidiary capital stock owned by the Company and each other such Subsidiaryor another subsidiary, is set forth in Section 2.2(a)(2) 4.01 of the Company Disclosure Schedule. Except for minority investments in private investment funds, the The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or other entity.

Organization and Qualification; Subsidiaries. (1a) The Company is a corporation duly organized and each of its Subsidiaries is duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its assets and properties and assets and to carry on its business as it is now being conducted. The Except as set forth in Section 2.1(a) of the Company Schedule, Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and each orders ("Approvals") necessary to own, lease and operate the assets it purports to own, operate or lease and to carry on its business as it is now being conducted except where the failure to have such Approvals would not have a Material Adverse Effect on the Company. (b) Company has no subsidiaries. Company has not agreed nor is obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of its Subsidiaries any nature, as of the date hereof or as may hereafter be in effect (a "Contract") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Company does not directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (c) Company is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except necessary and where the failure to be so duly qualified or licensed and in good standing would not, either individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as aggregate have a wholeMaterial Adverse Effect on Company. (2) A complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest of each such Subsidiary owned by the Company and each other such Subsidiary, is set forth in Section 2.2(a)(2) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the Company does 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.

Organization and Qualification; Subsidiaries. (1a) The Except as set forth in Section 3.1(a) of the company disclosure schedule (the “Company Disclosure Schedule”), each of the Company and each of its Subsidiaries is a corporation, limited liability company or other entity duly formed or organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently contemplated to be conducted. The Each of the Company and each of its Subsidiaries Subsidiary is duly qualified or licensed as a foreign corporation, limited liability company or limited partnership to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest interests of each such Subsidiary owned by the Company and Company, each other such SubsidiarySubsidiary and, to the knowledge of the Company, each other holder of equity, is set forth in Section 2.2(a)(23.1(b) of the Company Disclosure Schedule. Except for minority investments as disclosed in private investment fundsSection 3.1(b) of the Company Disclosure Schedule, the Company does 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 other business association or other entity.

Organization and Qualification; Subsidiaries. (1) The Each of the -------------------------------------------- Company and each of its Subsidiaries subsidiaries is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would notauthority and is in possession of all franchises, individually or in the aggregategrants, reasonably be expected to be material to the Company authorizations, licenses, permits, easements, consents, certificates, approvals and its Subsidiaries, taken as a whole, the Company has all orders ("Approvals") necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and --------- operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals is not reasonably likely to have a Company Material Adverse Effect. The Each of the Company and each of its Subsidiaries subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, that is not reasonably be expected likely to be material to the have a Company Material Adverse Effect. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s Subsidiaries's subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary subsidiary and the percentage of the each subsidiary's outstanding equity interest of each such Subsidiary capital stock owned by the Company and each other such Subsidiaryor another subsidiary, is set forth in Section 2.2(a)(2) 4.01 of the Company Disclosure Schedule. Except for minority investments in private investment funds, the The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or other entity.

Organization and Qualification; Subsidiaries. (1a) The Company and each of its Subsidiaries is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, authority to own, lease and operate its assets and properties and assets and to carry on its business as it is now being conducted. The Except as set forth in Section 2.1(a) of the Company Schedule, Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and each orders ("Approvals") necessary to own, lease and operate the assets it purports to own, operate or lease and to carry on its business as it is now being conducted except where the failure to have such Approvals would not have a Material Adverse Effect on the Company. (b) Company has no subsidiaries. Company has not agreed nor is obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of its Subsidiaries any nature, as of the date hereof or as may hereafter be in effect (a "Contract") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Company does not directly or indirectly own any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (c) Company is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its their business makes such qualification, qualification or licensing or standing necessary, except necessary and where the failure to be so duly qualified or licensed and in good standing would not, either individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as aggregate have a whole. (2) A complete and correct list of all of Material Adverse Effect on the Company’s Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest of each such Subsidiary owned by the Company and each other such Subsidiary, is set forth in Section 2.2(a)(2) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the Company does 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.

Organization and Qualification; Subsidiaries. (1a) The Each of the Company and each subsidiary of its Subsidiaries the Company (each a "Subsidiary") is a corporation, limited liability company or other entity duly formed or organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Each of the Company and each of its Subsidiaries Subsidiary is duly qualified or licensed as a foreign corporation or limited liability company to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to be material to the not have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest interests of each such Subsidiary owned by the Company Company, each other Subsidiary and each other such Subsidiaryholder of equity, is set forth in Section 2.2(a)(23.01(b) of the Company Disclosure Schedule (the "Company Disclosure Schedule"), which has been prepared by the Company and delivered by the Company to Parent and Purchaser prior to the execution and delivery of this Agreement. Except as disclosed in Section 3.01(b) of the Company Disclosure Schedule. Except for minority investments in private investment funds, the Company does 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 other business association or other entity.

Organization and Qualification; Subsidiaries. (1a) The Each of the Company and each of its Subsidiaries is a corporation or limited liability company duly formed or organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Each of the Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation or limited liability company to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, not be reasonably be expected likely to be material to the Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s 's Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest interests of each such Subsidiary owned by the Company and each other such Subsidiary, Subsidiary is set forth in Section 2.2(a)(25.1(b) of the Company Disclosure Schedule (the "Company Disclosure Schedule"), which has been prepared by the Company and delivered by the Company to Parent and Purchaser prior to the execution and delivery of this Agreement. Except as disclosed in Section 5.1(b) of the Company Disclosure Schedule. Except for minority investments in private investment funds, neither the Company does not nor any of its Subsidiaries owns, directly or indirectly own indirectly, 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, limited liability company, partnership, joint venture or other business association or other entity.

Organization and Qualification; Subsidiaries. (1a) The Each of the Company and each of its Subsidiaries is a corporation or limited liability company duly formed or organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization and has the requisite corporate or other organizational power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Each of the Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation or limited liability company to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, not be reasonably be expected likely to be material to the Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Subsidiaries, together with the jurisdiction of formation or other organization of each such Subsidiary and the percentage of the outstanding equity interest interests of each such Subsidiary owned by the Company and each other such Subsidiary, Subsidiary is set forth in Section 2.2(a)(25.1(b) of the Company Disclosure Schedule (the “Company Disclosure Schedule”), which has been prepared by the Company and delivered by the Company to Parent and Purchaser prior to the execution and delivery of this Agreement. Except as disclosed in Section 5.1(b) of the Company Disclosure Schedule. Except for minority investments in private investment funds, neither the Company does not nor any of its Subsidiaries owns, directly or indirectly own indirectly, 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, limited liability company, partnership, joint venture or other business association or other entity.

Organization and Qualification; Subsidiaries. (1) The Each of the Company and each of its Subsidiaries subsidiaries is a corporation duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation or organization incorporation and has the requisite corporate or other organizational power and authority. Except as would notauthority and is in possession of all franchises, individually or in the aggregategrants, reasonably be expected to be material to the Company authorizations, licenses, permits, easements, consents, certificates, approvals and its Subsidiaries, taken as a whole, the Company has all orders ("Approvals") necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each of its Subsidiaries subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character and location of the its properties and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, not reasonably be expected to be material to the have a Company Material Adverse Effect. A true and its Subsidiaries, taken as a whole. (2) A complete and correct list of all of the Company’s Subsidiaries's subsidiaries, together with the jurisdiction of formation or other organization incorporation of each such Subsidiary subsidiary and the percentage of the each subsidiary's outstanding equity interest of each such Subsidiary capital stock owned by the Company and each other such Subsidiaryor another subsidiary, is set forth in Section 2.2(a)(2) 4.01 of the Company Disclosure Schedule. Except for minority investments as set forth in private investment fundsSection 4.01 of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or other entity.

Organization and Qualification; Subsidiaries. (1a) The Each of the Company and each Subsidiary of its Subsidiaries the Company, together with each Person listed in Section 3.01(a) of the Company Disclosure Schedule (each, a "Company Subsidiary") is a corporation or other Person duly formed or organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, formation or organization and has the requisite corporate corporate, limited liability or other organizational partnership power and authority. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company authority and its Subsidiaries, taken as a whole, the Company has all necessary governmental approvals, including any required registrations or licenses with any applicable Governmental Entity, approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation or other Person to do business, and is in good standing, in each jurisdiction where the character and location of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or standing necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, not reasonably be expected to be material to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (2b) A true and complete and correct list of all of the Company’s Company Subsidiaries, together with the jurisdiction of formation or other organization of each such Company Subsidiary and the percentage of the outstanding capital stock or other equity interest interests of each such Subsidiary owned by the Company and each other such Company Subsidiary, is set forth in Section 2.2(a)(23.01(b) of the Company Disclosure Schedule. Except for minority investments as disclosed in private investment fundsSection 3.01(b) of the Company Disclosure Schedule or except where such ownership would not reasonably be expected to have a Company Material Adverse Effect, the Company does 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 other business association or other entity.