Common use of Organization and Related Matters Clause in Contracts

Organization and Related Matters. Each Seller, the Company and the Company Subsidiaries is a corporation, limited liability company or limited partnership duly organized (or duly formed, as applicable), validly existing and in good standing under the laws of the jurisdiction of its organization (or formation). Each Seller and the Company and each applicable Company Subsidiary has all necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party. Schedule 3.1(a)(1) lists all of the Company Subsidiaries and the Company's or such Company Subsidiary's ownership interest therein, the jurisdiction in which the Company or such Company Subsidiary was organized (or formed) and each foreign jurisdiction in which the Company and each Company Subsidiary is qualified or licensed to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own, lease and operate its respective properties and assets and to carry on its respective businesses as now conducted. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is in good standing in all jurisdictions in which the character or the location of its owned, operated or leased assets or the nature of the business it conducts requires such licensing or qualification, except where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Buyer true and complete copies of its certificate of incorporation and bylaws and the organizational documents of each of the Company Subsidiaries, except as set forth on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase Agreement

Organization and Related Matters. Each Seller, the Company and the Company Subsidiaries Seller is a corporation, limited liability company or limited partnership duly organized (or duly formed, as applicable), and validly existing and in good standing under the laws of the jurisdiction State of its organization (or formation)Texas. Each Seller and the Company and each applicable Company Subsidiary has all necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a partyAncillary Agreements. Schedule 3.1(a)(1) 3.1 lists all subsidiaries (the "SUBSIDIARIES") and all partnerships of Seller (the Company Subsidiaries "SELLER PARTNERSHIPS") and the Company's or such Company Subsidiarycorrectly sets forth Seller's ownership interest therein, the jurisdiction in which the Company or such Company each Subsidiary was organized (or formed) and each foreign Seller Partnership is organized and each jurisdiction in which the Company Seller, each Subsidiary and each Company Subsidiary Seller Partnership is qualified or licensed and is required to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own, lease and operate its respective properties and assets and to carry on its respective businesses as now conducted. Each of the Company and the Company Subsidiaries is duly be qualified or licensed to do business as a foreign corporationPerson. Each Subsidiary and each Seller Partnership is duly organized, limited liability company validly existing and is in good standing under the laws of the jurisdiction of its incorporation, organization or limited partnershipformation. Seller, Subsidiaries and Seller Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. Seller, Subsidiaries and is Seller Partnerships are duly qualified or licensed to do business as foreign Persons and are in good standing in all jurisdictions in which the character or the location of its owned, operated the assets owned or leased assets by any of them or the nature of the business it conducts conducted by any of them requires such licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or in good standing would not reasonably be expected to haveprospects. Schedule 3.1 correctly lists the current Trust Managers, individually or in the aggregatedirectors, a Material Adverse Effectgeneral partners and executive officers of each of Seller, Subsidiaries and Seller Partnerships. The Company has made available to Buyer true True, correct and complete copies of its certificate of incorporation and bylaws the Charter Documents and the charter or organizational documents of each Subsidiaries and Seller Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the Company Subsidiaries, except date hereof have been made available to Investor. Seller is registered and is a reporting company under the Exchange Act. No Subsidiary or any Seller Partnership is registered or is a reporting company under the Exchange Act. Except as set forth listed on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase Agreement3.1, Seller does not directly or indirectly own or control any equity interest in any Person.

Organization and Related Matters. Each SellerThe Company is a corporation duly organized, validly existing, and in good standing under the law of the State of Delaware. The Company has all necessary corporate power and authority to execute, deliver, and perform this Agreement and any related agree ments to which it is a party and to consummate the transactions contemplated hereby. Schedule 4.2 lists all Subsidiaries of the Company and correctly sets forth the capitalization of each such Subsidiary and the Company's ownership interest therein and the jurisdiction in which such Subsidiary was organized, as well as each jurisdiction where the Company and its Subsidiaries are qualified to do business. Each of such Subsidiaries is a corporation, limited liability company or limited partnership duly organized (or duly formed, as applicable)organized, validly existing existing, and in good standing under the laws of the its jurisdiction of its organization (incorporation or formation)organization. Each Seller and the The Company and each applicable Company Subsidiary has its Subsidiaries have all necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party. Schedule 3.1(a)(1) lists all of the Company Subsidiaries and the Company's or such Company Subsidiary's ownership interest therein, the jurisdiction in which the Company or such Company Subsidiary was organized (or formed) and each foreign jurisdiction in which the Company and each Company Subsidiary is qualified or licensed to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own, lease and operate its own their respective properties and assets and to carry on its their respective businesses as now conducted. Each of the Company conducted or currently proposed to be conducted and the Company Subsidiaries is are duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is corporations in good standing in all jurisdictions in which the character or the location of its owned, operated or leased assets or the nature of the business it conducts requires such licensing or qualification, except where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. The Schedule 4.2 correctly lists the current directors and executive officers of the Company has made available to Buyer true and each Subsidiary. True, correct, and complete copies of the respective charter documents of the Company and its certificate Subsidiaries have been delivered to Buyer. The Company owns all of incorporation the issued and bylaws outstanding capital stock and the organizational documents any other debt or equity securities of each of the Company Subsidiariesits Sub sidiaries, except as set forth on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase Agreementand such capital stock is owned free and clear of all Encumbrances.

Organization and Related Matters. Each SellerSeller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. SCHEDULE 2.1 lists all Subsidiaries of Seller and correctly sets forth the capitalization of each Subsidiary, the Company jurisdiction in which each Subsidiary was organized, each jurisdiction in which Seller and each Subsidiary are required to be qualified or licensed to do business as a foreign Person and a brief summary of the Company Subsidiary's business. Each of the Subsidiaries is a corporation, limited liability company or limited partnership duly organized (or duly formed, as applicable)organized, validly existing and in good standing under the laws of the jurisdiction of its organization (incorporation or formation)organization. Each Seller and the Company its Subsidiaries have all corporate power, Permits and each applicable Company Subsidiary has all Approvals necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party. Schedule 3.1(a)(1) lists all of the Company Subsidiaries and the Company's or such Company Subsidiary's ownership interest therein, the jurisdiction in which the Company or such Company Subsidiary was organized (or formed) and each foreign jurisdiction in which the Company and each Company Subsidiary is qualified or licensed to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own, lease and operate its own their respective properties and assets and to carry on its their respective businesses as now conducted. Each of the Company conducted and the Company Subsidiaries is are duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is corporations in good standing in all jurisdictions in which the character or the location of its owned, operated the assets owned or leased assets by any of them or the nature of the business it conducts conducted by any of them requires such licensing or qualification. SCHEDULE 2.1 correctly lists the current directors and executive officers of Seller and of each Subsidiary. True, except where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Buyer true correct and complete copies of its certificate the respective charter documents of incorporation and bylaws Seller and the organizational documents of each of Subsidiaries as in effect on the Company Subsidiaries, except date hereof have been delivered to Buyer. Neither Seller nor any Subsidiary is a registered or reporting company under the Exchange Act. Except as set forth on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase AgreementSCHEDULE 2.1, neither Seller nor any Subsidiary has any interest in any partnership, joint venture, limited liability company or other entity.

Organization and Related Matters. Each Seller, the Company and the Company Subsidiaries Seller is a corporation, limited liability company or limited partnership duly organized (or duly formed, as applicable)organized, validly existing and in good standing under the laws of the jurisdiction State of its organization (or formation)Texas. Each Seller and the Company and each applicable Company Subsidiary has all necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a partyAgreement. Schedule 3.1(a)(1) 3.1 lists all Subsidiaries (the "Subsidiaries") and all Seller Partnerships (the "Seller Partnerships") of the Company Subsidiaries Seller and the Company's or such Company Subsidiarycorrectly sets forth Seller's ownership interest therein, the jurisdiction in which the Company or such Company each Subsidiary was organized (or formed) and each foreign Seller Partnership is organized and each jurisdiction in which the Company Seller, each Subsidiary and each Company Subsidiary Seller Partnership is qualified or licensed and is required to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own, lease and operate its respective properties and assets and to carry on its respective businesses as now conducted. Each of the Company and the Company Subsidiaries is duly be qualified or licensed to do business as a foreign corporationPerson. Each Subsidiary and each Seller Partnership is duly organized, limited liability company validly existing and, with respect to each Subsidiary, in good standing under the laws of the jurisdiction of its incorporation or limited partnershiporganization. Seller, Subsidiaries and Seller Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. Seller, Subsidiaries and is Seller Partnerships are duly qualified or licensed to do business as foreign Persons in good standing in all jurisdictions in which the character or the location of its owned, operated the assets owned or leased assets by any of them or the nature of the business it conducts conducted by any of them requires such licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or in good standing would not reasonably be expected to haveprospects. Schedule 3.1 correctly lists the current Trust Managers, individually or in the aggregatedirectors, a Material Adverse Effectgeneral partners and executive officers of Seller, Subsidiaries and Seller Partnerships. The Company has made available to Buyer true True, correct and complete copies of its certificate of incorporation and bylaws the Charter Documents and the charter or organizational documents of each Subsidiaries and Seller Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the Company Subsidiaries, except date hereof have been delivered to Buyer. Seller is registered and is a reporting company under the Exchange Act. Neither any Subsidiary nor any Seller Partnership is registered or is a reporting company under the Exchange Act. Except as set forth listed on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase Agreement3.1, Seller does not directly or indirectly own or control any equity interest in any Person.

Organization and Related Matters. Each Seller, the (a) The Company and the Company Subsidiaries is a corporation, limited liability company or limited partnership duly organized (or company, duly formed, as applicable), validly existing and in good standing under the laws of the State of Delaware, and each of its Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of its organization (or formation)organization. Each Seller and The Company has the Company and each applicable Company Subsidiary has all necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party. Schedule 3.1(a)(1) lists all of the Company Subsidiaries and the Company's or such Company Subsidiary's ownership interest therein, the jurisdiction in which the Company or such Company Subsidiary was organized (or formed) and each foreign jurisdiction in which the Company and each Company Subsidiary is qualified or licensed to do business. Each of the Company and the Company its Subsidiaries has all necessary corporate, limited liability company the corporate or limited partnership other applicable power and authority necessary to carry on their respective businesses in the manner as they are now being conducted and to own, lease and operate its all of their respective properties and assets assets. The copy of the Company Operating Agreement delivered to Parent prior to the execution of this Agreement is a complete and correct copy of such instrument as in effect on the date hereof. (b) KMV Corporation is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of California, and each of its Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. KMV Corporation has the corporate power and authority and each of its Subsidiaries has the corporate or other applicable power and authority necessary to carry on its their respective businesses in the manner as they are now conductedbeing conducted and to own, lease and operate all of their respective properties and assets. The copy of the Articles of Incorporation and Bylaws of KMV Corporation delivered to Parent prior to the execution of this Agreement is a complete and correct copy of such instrument as in effect on the date hereof. (c) Each of the Company Company, KMV Corporation and the Company their respective Subsidiaries is duly licensed or qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is in good standing in all jurisdictions each jurisdiction in which the character or the location of its owned, operated or leased assets or the nature of the business conducted by it conducts requires or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing or qualification, necessary except in jurisdictions where the failure to be so qualified of such license or licensed or in good standing qualification would not reasonably be expected to have, individually or in the aggregate, aggregate have a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of its certificate of incorporation and bylaws and the organizational documents of each of the Company Subsidiaries, except as set forth on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase Agreement.

Organization and Related Matters. Each Seller, the Company and the Company Subsidiaries (a) Seller is a corporation, limited liability company or limited partnership corporation duly organized (or duly formed, as applicable)organized, validly existing and in good standing under the laws of the jurisdiction of its organization (or formation)Nevada Corporation Law. Each Seller and the Company and each applicable Company Subsidiary has all corporate power, Permits and Approvals necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party. Schedule 3.1(a)(1) lists all of the Company Subsidiaries and the Company's or such Company Subsidiary's ownership interest therein, the jurisdiction in which the Company or such Company Subsidiary was organized (or formed) and each foreign jurisdiction in which the Company and each Company Subsidiary is qualified or licensed to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own, lease and operate own its respective properties and assets and to carry on its respective businesses business as now conducted. Each of the Company conducted and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is corporation in good standing in all jurisdictions in which the character or the location of its owned, operated the assets owned or leased assets by Seller or the nature of the business it conducts conducted by Seller requires such licensing or qualification, except qualification and where the failure to be so qualified or licensed or qualified would have a material adverse effect on the Business. SECTION 2.1 of the Seller Disclosure Schedule correctly lists the current directors and executive officers of Seller. Seller is not a registered or reporting company under the Exchange Act. (b) SECTION 2.1 of the Seller Disclosure Schedule contains a complete and accurate list of each Other Acquired Company of its name, its jurisdiction of incorporation, other jurisdictions in which it is authorized to do business and its capitalization (including the identity of each stockholder and the number of shares held by each). Each Other Acquired Company is a corporation duly organized, validly existing and in good standing would not reasonably be expected under the laws of its jurisdiction of incorporation, with full corporate power and authority to haveconduct its business as it currently is being conducted, individually to own or use the properties and assets that it purports to own or use and to perform all its obligations under Applicable Contracts. Each Other Acquired Company is duly qualified to do business as a foreign corporation and is in good standing under the aggregatelaws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, a Material Adverse Effect. The Company or the nature of the activities conducted by it, requires such qualification. (c) Seller has made available delivered to Buyer true true, correct and complete copies of its certificate the Organizational Documents of incorporation Seller and bylaws and the organizational documents of each of the Company SubsidiariesOther Acquired Company, except as set forth on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase Agreementcurrently in effect.

Organization and Related Matters. of the Seller Disclosure Schedule lists all Subsidiaries of the Companies and correctly sets forth the capitalization or share capital, as the case may be, of each Subsidiary and each Company's ownership interest therein, the jurisdiction in which each Company and each subsidiary was organized and each, in the case of Companies organized under US law, jurisdiction in which each Company and each subsidiary is qualified or licensed to do business as a foreign person, to the extent applicable. Such subsidiaries are herein referred to as "COMPANY SUBSIDIARIES". Each Seller, the each Company, and each Company and the Company Subsidiaries Subsidiary is a corporation, limited liability company or limited partnership corporation duly organized (or duly formed, as applicable)incorporated, validly existing and and, in the case of Companies organized under the laws of a state of the United States, in good standing under the respective laws of the jurisdiction of its organization (their incorporation. Each Seller, each Company, and each Company Subsidiary is authorized to do business, duly qualified and, in the case of Companies organized under the Laws of a state of the United States, in good standing in each of the jurisdictions in which the nature of their respective businesses requires such authorization or formation)qualification, except where the failure to be so qualified or authorized would not have a Material Adverse Effect. Each Seller and the Company and each applicable Company Subsidiary has all necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements any related agreements to which it is a party. Schedule 3.1(a)(1) lists all of the Company Subsidiaries and the Company's or such Company Subsidiary's ownership interest therein, the jurisdiction in which the Company or such Company Subsidiary was organized (or formed) and each foreign jurisdiction in which the Each Company and each Company Subsidiary is qualified or licensed to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership corporate power and authority to own, lease and operate its own their respective properties and assets and to carry on its their respective businesses as now conducted. Each Section 2.1 of the Company Seller Disclosure Schedule correctly lists the current directors and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporationexecutive officers or, limited liability company or limited partnershipmanaging directors and "Prokuriste", as applicable, of each Company and is in good standing in all jurisdictions in which the character or the location of its ownedeach Company Subsidiary. True, operated or leased assets or the nature of the business it conducts requires such licensing or qualification, except where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Buyer true correct and complete copies of its certificate of incorporation and bylaws and the organizational respective charter documents of each (or equivalent constitutional documents) of the Companies and each Company Subsidiaries, except Subsidiary as set forth in effect on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase Agreementthe date hereof have been made available to Buyer.

Organization and Related Matters. Each Seller, the (a) Company and the Company Subsidiaries is a corporation, limited liability company or limited partnership corporation duly organized (or duly formed, as applicable)organized, validly existing and in good standing under the laws of the jurisdiction of its organization (or formation)incorporation, except where the failure to be so in good standing would not have a Company Material Adverse Effect. Each Seller and the Schedule 2.1 lists all Subsidiaries of Company and correctly sets forth the capitalization of each applicable Company Subsidiary has all necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party. Schedule 3.1(a)(1) lists all of the Company Subsidiaries and the Company's or such Company Subsidiary's ’s ownership interest therein, any other interest of Seller or any other Person therein, the jurisdiction in which the Company or such Company and each Subsidiary was organized (or formed) organized, and each foreign jurisdiction in which the Company and each Company Subsidiary is qualified or licensed to do business. Each of the Company and the Company Subsidiaries has all necessary corporate, limited liability company or limited partnership power and authority to own, lease and operate its respective properties and assets and to carry on its respective businesses as now conducted. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporationPerson. Each of the Subsidiaries of Company is duly organized, limited liability company validly existing and in good standing under the laws of the jurisdiction of its incorporation or limited partnershiporganization, except where the failure to be so in good standing would not have a Company Material Adverse Effect. Company and its Subsidiaries have all necessary corporate power and authority to own their respective properties and assets and to carry on their respective businesses as applicable, now conducted and is are duly qualified or licensed to do business as foreign corporations in good standing in all jurisdictions in which the character or the location of its owned, operated the assets owned or leased assets by any of them or the nature of the business it conducts conducted by any of them requires such licensing or qualification, except where the failure (i) to be so in good standing or qualified or licensed or in good standing (ii) to have such power and authority would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Schedule 2.1 correctly lists the current directors and executive officers of Company has made available to Buyer true and of each Subsidiary. True, correct and complete copies of its certificate of incorporation and bylaws and the organizational respective charter documents of each of the Company Subsidiariesand its Subsidiaries as currently in effect have been delivered to Buyer. (b) Seller has all necessary power and authority to execute, except as set forth on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase Agreementdeliver and perform this Agreement and any related agreements to which Seller is a party.

Organization and Related Matters. Each Seller, of the Company and the Company Subsidiaries Companies is a corporation, limited liability company or limited partnership corporation duly organized (or duly formed, as applicable)organized, validly existing and in good standing under the laws of the jurisdiction of its organization (incorporation or formation)organization. Each Seller of the individual Sellers has the full capacity and right to enter into and perform this Agreement and any related agreements. Each of the Company and each applicable Company Subsidiary Sellers has all necessary corporate or limited liability company power and authority to execute, deliver and perform this Agreement and the Related Agreements any related agreements to which it is a party. The trustees of the Trusts have the authority to execute and deliver this Agreement and any related agreements to which the Trusts are a party, and to perform the obligations of the Trusts under such agreements. Schedule 3.1(a)(1) 2.1 lists all Subsidiaries of the Company Subsidiaries Companies and sets forth the capitalization of each Subsidiary and each Company's or such Company Subsidiary's ownership interest therein, any other interest of any Seller or any other Person therein, and the jurisdiction in which the Company or such Company Subsidiary was organized (or formed) and each foreign jurisdiction in which the Company and each Company Subsidiary is qualified or licensed to do businessorganized. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. The Companies and the Company Subsidiaries has have all necessary corporate, limited liability company or limited partnership corporate power and authority to own, lease and operate its own their respective properties and assets and to carry on its their respective businesses as now conducted. Each of the Company The Companies and the Company Subsidiaries is are duly qualified or licensed to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is corporations in good standing in the jurisdictions listed on Schedule 2.1, which are all jurisdictions in which the character or the location of its owned, operated the assets owned or leased assets by any of them or the nature of the business it conducts conducted by any of them requires such licensing or qualification, except in each case where the failure to be so qualified or licensed or in good standing would not reasonably be expected to havehave a material adverse effect on the Business taken as a whole. Schedule 2.1 lists the current directors and executive officers of each of the Companies and of each Subsidiary. True, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Buyer true correct and complete copies of its certificate the respective charter documents of incorporation and bylaws the Companies and the organizational documents of each Subsidiaries as in effect on the date hereof have been delivered to Buyer. Neither any of the Company Subsidiaries, except as set forth on Schedule 3.1(a)(2). TC1: 469823 Execution Stock Purchase AgreementCompanies nor any Subsidiary is a registered or reporting company under the Exchange Act.