Common use of Organization, Authority and Qualification Clause in Contracts

Organization, Authority and Qualification. (a) Each Seller is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, as the case may be. Each Seller has all requisite corporate or similar power and authority to execute and deliver this Agreement and to perform its obligations hereunder and the execution, delivery and performance by each Seller of this Agreement have been duly authorized by all necessary corporate or other similar action on the part of each Seller. This Agreement constitutes a valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights (the “Bankruptcy and Equity Exception”). (b) Each Company and Company Subsidiary is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, as the case may be, and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Sellers have made available to Buyer complete and correct copies of each Company’s and Company Subsidiary’s governing documents, each as amended to the date hereof, and each as so made available is in full force and effect. Schedule 3.1(b) contains a true and complete list of each jurisdiction where each Company and Company Subsidiary is organized and qualified to do business. (c) The authorized and issued equity of each Company and Company Subsidiary as of the date hereof is as set forth on Schedule 3.1(c). The Shares have been duly authorized, are validly issued, fully paid and nonassessable and are owned of record and beneficially by the Sellers as set forth on Schedule 3.1(c) free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement. Upon the Closing, the Sellers will convey to Buyer all of the Shares, and such conveyance will be free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. All of the authorized and issued equity interests of each Company Subsidiary are owned of record and beneficially by one of the Companies, free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. There are no preemptive rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any of the Companies or Company Subsidiaries to issue, sell or purchase any shares of capital stock or other equity interests or securities and there are no bonds, debentures, notes or other obligations the holders of which have the right to vote with any Seller on any matter regarding any Company or with any Company on any matter regarding any Company Subsidiary. None of the Companies or Company Subsidiaries owns any equity or other ownership interest in any Person, other than each of the Companies’ respective ownership interests in the Company Subsidiaries. Since May 28, 2009, no Company has (i) held or owned any assets other than an ownership interest in one of the Company Subsidiaries or (ii) conducted any business or activities other than holding an ownership interest in one of the Company Subsidiaries.

Organization, Authority and Qualification. of the ------------------------------------------------ Company. (a) Each Seller The Company is a legal entity corporation duly organized, validly existing and - ------- in good standing under the Laws laws of its jurisdiction the State of organization or formation, as the case may be. Each Seller has all requisite corporate or similar power and authority to execute and deliver this Agreement and to perform its obligations hereunder and the execution, delivery and performance by each Seller of this Agreement have been duly authorized by all necessary corporate or other similar action on the part of each Seller. This Agreement constitutes a valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights (the “Bankruptcy and Equity Exception”). (b) Each Company and Company Subsidiary is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, as the case may be, New York and has all requisite corporate or similar necessary power and authority to own, operate or lease and operate its the properties and assets now owned, operated or leased by it and to carry on its business as presently conducted and it is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualificationcurrently conducted, except where the failure to be so qualified or in good standing have such power and authority would not have a Material Adverse Effect. The Sellers Company has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Company is duly licensed or qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except for such failures to be so licensed or qualified and in good standing that would not have made available to Buyer complete a Material Adverse Effect. True and correct copies of each the Certificate of Incorporation and Bylaws of the Company’s and Company Subsidiary’s governing documents, each as amended to in effect on the date hereof, and each as so have been made available is in full force by the Company to the Purchaser. The execution and effect. Schedule 3.1(b) contains a true delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and complete list the consummation by the Company of each jurisdiction where each Company and Company Subsidiary is organized and qualified to do businessthe transactions contemplated hereby have been duly authorized by all requisite action on the part of the Company. (cb) The authorized Each Shareholder has full legal capacity and issued equity of each authority to enter into this Agreement and to carry out such person's obligations hereunder. This Agreement has been duly executed and delivered by the Company and Company Subsidiary as of the date hereof is as set forth on Schedule 3.1(c). The Shares have been duly authorizedeach Shareholder, are validly issuedand (assuming due authorization, fully paid execution and nonassessable and are owned of record and beneficially delivery by the Sellers as set forth on Schedule 3.1(cPurchaser) free this Agreement constitutes a legal, valid and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement. Upon the Closing, the Sellers will convey to Buyer all of the Shares, and such conveyance will be free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. All of the authorized and issued equity interests of each Company Subsidiary are owned of record and beneficially by one of the Companies, free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. There are no preemptive rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any of the Companies or Company Subsidiaries to issue, sell or purchase any shares of capital stock or other equity interests or securities and there are no bonds, debentures, notes or other obligations the holders of which have the right to vote with any Seller on any matter regarding any Company or with any Company on any matter regarding any Company Subsidiary. None of the Companies or Company Subsidiaries owns any equity or other ownership interest in any Person, other than each of the Companies’ respective ownership interests in the Company Subsidiaries. Since May 28, 2009, no Company has (i) held or owned any assets other than an ownership interest in one binding obligation of the Company Subsidiaries or (ii) conducted any business or activities other than holding an ownership interest in one of and each Shareholder enforceable against the Company Subsidiariesand each Shareholder in accordance with its terms.

Organization, Authority and Qualification. (a) Each Seller The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws Law of its jurisdiction the State of organization or formation, as the case may be. Each Seller Delaware and has all requisite necessary corporate or similar power and authority to execute own, operate or lease the properties and deliver this Agreement assets now owned, operated or leased by it and to perform carry on its obligations hereunder business as it is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the execution, delivery and performance properties owned or leased by each Seller it or the operation of this Agreement have been duly authorized by all necessary corporate its business as currently conducted makes such licensing or other similar action on the part of each Seller. This Agreement constitutes a valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with its termsqualification necessary, except as limited by bankruptcywhere the failure to be so licensed, insolvencyqualified or in good standing does not have a Material Adverse Effect. True, fraudulent conveyance, reorganization, moratorium or similar Laws affecting correct and complete copies of the enforcement Organizational Documents of creditors’ rights (the “Bankruptcy and Equity Exception”)Company have previously been made available to Buyer in the Data Room. (b) Each Subsidiary of the Company and (each a “Company Subsidiary Subsidiary”) is a legal an entity described in Section 4.03(a) of the Disclosure Schedules, duly organized, validly existing and in good standing (in such jurisdictions that have such a classification) under the Laws Law of its jurisdiction of organization incorporation or formation, as the case may beorganization, and has all requisite necessary corporate or similar equivalent power and authority to own, operate or lease and operate its the properties and assets now owned, operated or leased by it and to carry on its business as presently conducted and it is currently conducted. Each Company Subsidiary is duly licensed or qualified to do business and is in good standing as (in such jurisdictions that have such a foreign corporation or other entity classification) in each jurisdiction where in which the ownership, leasing properties owned or leased by it or the operation of its assets business as currently conducted makes such licensing or properties or conduct of its business requires such qualificationqualification necessary, except where the failure to be so licensed, qualified or in good standing would does not have a Material Adverse Effect. The Sellers True, correct and complete copies of the Organizational Documents of each Company Subsidiary have previously been made available to Buyer complete and correct copies of each Company’s and Company Subsidiary’s governing documents, each as amended to the date hereof, and each as so made available is in full force and effect. Schedule 3.1(b) contains a true and complete list of each jurisdiction where each Company and Company Subsidiary is organized and qualified to do business. (c) The authorized and issued equity of each Company and Company Subsidiary as of the date hereof is as set forth on Schedule 3.1(c). The Shares have been duly authorized, are validly issued, fully paid and nonassessable and are owned of record and beneficially by the Sellers as set forth on Schedule 3.1(c) free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement. Upon the Closing, the Sellers will convey to Buyer all of the Shares, and such conveyance will be free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. All of the authorized and issued equity interests of each Company Subsidiary are owned of record and beneficially by one of the Companies, free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. There are no preemptive rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any of the Companies or Company Subsidiaries to issue, sell or purchase any shares of capital stock or other equity interests or securities and there are no bonds, debentures, notes or other obligations the holders of which have the right to vote with any Seller on any matter regarding any Company or with any Company on any matter regarding any Company Subsidiary. None of the Companies or Company Subsidiaries owns any equity or other ownership interest in any Person, other than each of the Companies’ respective ownership interests in the Company Subsidiaries. Since May 28, 2009, no Company has (i) held or owned any assets other than an ownership interest in one of the Company Subsidiaries or (ii) conducted any business or activities other than holding an ownership interest in one of the Company SubsidiariesData Room.

Organization, Authority and Qualification. (a) Each The Seller is a legal entity limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction the State of organization or formation, as the case may be. Each Seller Delaware and has all requisite corporate or similar necessary company power and authority to execute own, operate or lease the properties and deliver this Agreement assets now owned, operated or leased by it and to perform carry on its obligations hereunder and the execution, delivery and performance by each Seller of this Agreement have been duly authorized by all necessary corporate or other similar action on the part of each Sellerbusiness as it is currently conducted. This Agreement constitutes a valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights (the “Bankruptcy and Equity Exception”). (b) Each The Company and Company Subsidiary is a legal entity limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction the State of organization or formation, as the case may beDelaware, and has all requisite corporate or similar necessary company power and authority to own, operate or lease and operate its the properties and assets now owned, operated or leased by it and to carry on its business as presently conducted it is currently conducted. The Seller has made available in the Data Room correct and complete copies of the certificate of formation, operating agreement and any other organizational documents of the Company, each as in effect on the date hereof. (b) The Company is duly licensed or qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where all jurisdictions in which the ownership, leasing properties owned or leased by it or the nature or operation of its assets business as currently conducted makes such licensing or properties or conduct of its business requires such qualificationqualification necessary, except where the failure to be so licensed or qualified or in good standing would not have a Material Adverse Effect. The Sellers have made available to Buyer complete and correct copies All such jurisdictions are listed on Section 3.01(b) of each Company’s and Company Subsidiary’s governing documents, each as amended to the date hereof, and each as so made available is in full force and effect. Schedule 3.1(b) contains a true and complete list of each jurisdiction where each Company and Company Subsidiary is organized and qualified to do businessSeller Disclosure Letter. (c) The authorized and issued equity of each Company and the Seller have all necessary company power and authority to enter into this Agreement and the Equity Purchase Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Seller and the Company Subsidiary as of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Seller and the Company of their respective obligations hereunder and thereunder and the consummation by the Seller and the Company of the date hereof is as set forth on Schedule 3.1(c). The Shares Transactions have been duly authorizedauthorized by all requisite entity action on the part of the Seller and the Company, are validly issued, fully paid and nonassessable and are owned of record and beneficially no further entity action by the Sellers as set forth on Schedule 3.1(c) free Seller or the Company or any of their respective managers, members or Affiliates is required for such purpose. This Agreement has been (and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement. Upon the Closingwhen executed and delivered, the Sellers Ancillary Agreements to which it is a party will convey be) duly executed and delivered by the Seller and the Company and (assuming due authorization, execution and delivery by the Buyers, as applicable) this Agreement constitutes (and when executed and delivered, the Ancillary Agreements to Buyer all which it is a party will constitute) a legal, valid and binding obligation of the SharesSeller and the Company, enforceable against the Seller and the Company in accordance with its terms, except as such conveyance will enforceability may be free limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and clear by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (d) Xxxx Ohio Finance has the corporate authority to cause the Company to perform its obligations under this Agreement, the Equity Purchase Agreement and any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released agreement being entered into in connection with the Closing. All transactions contemplated by this Agreement and the Equity Purchase Agreement. (e) After the formation of the authorized Transfer Sub no more than five (5) Business Days prior to the Closing, (i) the Transfer Sub shall be duly organized (or formed), validly existing and issued equity interests of each Company Subsidiary are owned of record and beneficially by one in good standing under the Laws of the Companiesstate of its organization and, free to the extent required by applicable Laws, the state in which the Company Real Property is located, and clear (ii) the Transfer Sub shall be authorized to consummate the Transactions, and fulfill all of its obligations hereunder and under documents required for the Closing to be executed by the Transfer Sub and (assuming due authorization, execution and delivery by the PropCo Buyer, as applicable) such instruments, obligations and actions shall be valid and legally binding upon the Transfer Sub, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) After the formation of the Transfer Sub, the execution and delivery of all documents required for the Closing to be executed by the Transfer Sub and the performance of the obligations of the Transfer Sub thereunder shall not (i) conflict with, result in a violation of or breach any provision of the Organizational Documents of the Transfer Sub, (ii) result in the violation of any EncumbrancesLaw, other (iii) conflict with any Governmental Order binding upon the Transfer Sub, (iv) conflict with, or result in any default under, any Contract to which the Transfer Sub is bound, except to the extent that such conflict or default, as the case may be, would not reasonably be expected to have a Material Adverse Effect. Other than those Encumbrances under (x) the Credit Agreement that will Closing Governmental Approvals and (y) such filings as may be released required by any applicable federal or state securities or “blue sky” laws, the Transfer Sub is not required to file, seek or obtain any consent, approval, Permit, or Governmental Order of or with, or provide any notice to, any Governmental Authority in connection with the Closing. There are no preemptive rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights execution and delivery of any kind that obligate any all documents required for Closing to be executed by the Transfer Sub and the performance of the Companies or Company Subsidiaries to issue, sell or purchase any shares of capital stock or other equity interests or securities and there are no bonds, debentures, notes or other obligations the holders of which have the right to vote with any Seller on any matter regarding any Company or with any Company on any matter regarding any Company Subsidiary. None of the Companies Transfer Sub thereunder, except such consents, approvals, Permits, Governmental Orders or Company Subsidiaries owns any equity notices which, individually or other ownership interest in any Personthe aggregate, other than each would not reasonably be expected to prevent or delay beyond the Outside Date the ability of the Companies’ respective ownership interests in Seller to consummate the Company Subsidiaries. Since May 28, 2009, no Company has (i) held or owned any assets other than an ownership interest in one of the Company Subsidiaries or (ii) conducted any business or activities other than holding an ownership interest in one of the Company SubsidiariesTransactions.

Organization, Authority and Qualification. of the ------------------------------------------------ Company. (a) Each Seller The Company is a legal entity corporation duly organized, validly existing and ------- in good standing under the Laws laws of its jurisdiction the State of organization or formation, as the case may be. Each Seller has all requisite corporate or similar power and authority to execute and deliver this Agreement and to perform its obligations hereunder and the execution, delivery and performance by each Seller of this Agreement have been duly authorized by all necessary corporate or other similar action on the part of each Seller. This Agreement constitutes a valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights (the “Bankruptcy and Equity Exception”). (b) Each Company and Company Subsidiary is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, as the case may be, New York and has all requisite corporate or similar necessary power and authority to own, operate or lease and operate its the properties and assets now owned, operated or leased by it and to carry on its business as presently conducted and it is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualificationcurrently conducted, except where the failure to be so qualified or in good standing have such power and authority would not have a Material Adverse Effect. The Sellers Company has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Company is duly licensed or qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except for such failures to be so licensed or qualified and in good standing that would not have made available to Buyer complete a Material Adverse Effect. True and correct copies of each the Certificate of Incorporation and Bylaws of the Company’s and Company Subsidiary’s governing documents, each as amended to in effect on the date hereof, and each as so have been made available is in full force by the Company to the Purchaser. The execution and effect. Schedule 3.1(b) contains a true delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and complete list the consummation by the Company of each jurisdiction where each Company and Company Subsidiary is organized and qualified to do businessthe transactions contemplated hereby have been duly authorized by all requisite action on the part of the Company. (cb) The authorized Each Shareholder has full legal capacity and issued equity of each authority to enter into this Agreement and to carry out such person's obligations hereunder. This Agreement has been duly executed and delivered by the Company and Company Subsidiary as of the date hereof is as set forth on Schedule 3.1(c). The Shares have been duly authorizedeach Shareholder, are validly issuedand (assuming due authorization, fully paid execution and nonassessable and are owned of record and beneficially delivery by the Sellers as set forth on Schedule 3.1(cPurchaser) free this Agreement constitutes a legal, valid and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement. Upon the Closing, the Sellers will convey to Buyer all of the Shares, and such conveyance will be free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. All of the authorized and issued equity interests of each Company Subsidiary are owned of record and beneficially by one of the Companies, free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. There are no preemptive rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any of the Companies or Company Subsidiaries to issue, sell or purchase any shares of capital stock or other equity interests or securities and there are no bonds, debentures, notes or other obligations the holders of which have the right to vote with any Seller on any matter regarding any Company or with any Company on any matter regarding any Company Subsidiary. None of the Companies or Company Subsidiaries owns any equity or other ownership interest in any Person, other than each of the Companies’ respective ownership interests in the Company Subsidiaries. Since May 28, 2009, no Company has (i) held or owned any assets other than an ownership interest in one binding obligation of the Company Subsidiaries or (ii) conducted any business or activities other than holding an ownership interest in one of and each Shareholder enforceable against the Company Subsidiariesand each Shareholder in accordance with its terms.

Organization, Authority and Qualification. (a) Each Seller Quatech is a legal entity corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction the State of organization or formationOhio, as the case may be. Each Seller and has all requisite corporate or similar power and authority to execute own and deliver this Agreement operate its properties and to perform carry on its obligations hereunder and the execution, delivery and performance by each Seller of this Agreement have been duly authorized by all necessary corporate or other similar action on the part of each Sellerbusiness as now conducted. This Agreement constitutes a valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights (the “Bankruptcy and Equity Exception”). (b) Each Company and Company Subsidiary DPAC is a legal entity corporation duly organized, validly existing and in good standing under the Laws laws of the State of California. The execution, delivery and performance of this Agreement and the Subordinated Note have been duly authorized by all necessary company actions; there is no prohibition, either in law, in its jurisdiction charter documents, operating agreement, or bylaws, if any, or in any order, writ, injunction or decree of organization any court or formationarbitrator presently in effect having applicability to Borrowers which in any way prohibits or would be violated by the execution and performance of this Agreement and the Subordinated Note in any respect; this Agreement and the Subordinated Note are and will be valid, as binding and enforceable obligations of the case may be, Borrowers; and has all requisite corporate or similar the Borrowers have adequate power and authority and has full legal right to ownenter into this Agreement and each of the other Loan Documents, lease and operate its properties and assets and to carry on perform, observe and comply with all of its business as presently conducted agreements and is obligations under each of such documents, including, without limitation the borrowings contemplated hereby. Borrowers are, and will be after giving effect to the DPAC Transaction, duly qualified or licensed and in good standing and duly authorized to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where in which the ownership, leasing character of the properties owned or operation leased or the nature of its assets the activities conducted makes such qualification or properties or conduct of its business requires such qualification, except where licensing necessary and in which the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Sellers have made available to Buyer complete and correct copies materially adverse effect on the conduct of each Company’s and Company Subsidiary’s governing documents, each as amended to the date hereof, and each as so made available is in full force and effect. Schedule 3.1(b) contains a true and complete list business of each jurisdiction where each Company and Company Subsidiary is organized and qualified to do businessBorrowers. (cb) The authorized and issued equity Capital Stock of each Company and Company Subsidiary as of the date hereof DPAC is as set forth on Schedule 3.1(c)4.1(b) hereto. The Shares have been duly authorizedExcept as described on Schedule 4.1(b) hereto, there are validly issuedno outstanding options, fully paid and nonassessable and are rights or warrants issued by DPAC for the acquisition of the Capital Stock of either DPAC, nor any outstanding securities or obligations convertible into Capital Stock. After giving effect to the DPAC Transaction, all of the capital stock of Quatech will be owned of record and beneficially by the Sellers DPAC. (c) Neither Borrower has any Subsidiaries except as set forth on Schedule 3.1(c4.1(c) hereto. The Capital Stock of each Subsidiary is owned by a Borrower free and clear of any Encumbrances, all Liens other than securities laws restrictions, the pledge pursuant to the Senior Loan Documents and those Encumbrances in favor of Lender. Each Subsidiary (i) is duly organized, validly existing and in good standing under the Credit Agreement. Upon the Closing, the Sellers will convey to Buyer all laws of the Sharesstate of its incorporation, and such conveyance will be free (ii) has full corporate power and clear of any Encumbrances, other than those Encumbrances authority and full legal right to own or to hold under lease its Property and to carry on its business. Each Subsidiary is qualified and licensed in each jurisdiction wherein the Credit Agreement that will be released in connection with the Closing. All character of the authorized and issued equity interests Property owned or held under lease by it, or the nature of each Company Subsidiary are owned its business makes such qualification necessary or advisable. (d) Except as listed on Schedule 4.1(c), neither Borrower owns or holds of record and beneficially by one of the Companies, free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. There are no preemptive rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments (whether directly or rights of any kind that obligate any of the Companies or Company Subsidiaries to issue, sell or purchase indirectly) any shares of any class in the capital stock of any corporation, nor does either Borrower own or other hold (whether directly or indirectly) any legal and/or beneficial equity interests or securities and there are no bonds, debentures, notes or other obligations the holders of which have the right to vote with any Seller on any matter regarding any Company or with any Company on any matter regarding any Company Subsidiary. None of the Companies or Company Subsidiaries owns any equity or other ownership interest in any Personpartnership, business trust or joint venture or in any other than each of the Companies’ respective ownership interests in the Company Subsidiaries. Since May 28, 2009, no Company has (i) held unincorporated trade or owned any assets other than an ownership interest in one of the Company Subsidiaries or (ii) conducted any business or activities other than holding an ownership interest in one of the Company Subsidiariesenterprise.

Organization, Authority and Qualification. Certificate and By-laws. (a) Each Seller The Company has been duly incorporated, is a legal entity duly organized, validly existing and is in good standing under the Laws laws of its jurisdiction the State of organization or formationNew Jersey, as the case may be. Each Seller has all requisite corporate or similar power and authority to execute and deliver this Agreement and to perform its obligations hereunder and the execution, delivery and performance by each Seller of this Agreement have been duly authorized by all necessary corporate or other similar action on the part of each Seller. This Agreement constitutes a valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights (the “Bankruptcy and Equity Exception”). (b) Each Company and Company Subsidiary is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, as the case may be, and has all requisite corporate or similar full power and authority to own, lease and or operate its properties and assets and to carry on its business as presently conducted and currently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing ownership or operation of its properties and assets or properties or the conduct of its business requires such qualification, except where the failure to be so qualified or and in good standing would standing, when taken together with all other such failures, is not reasonably likely to have a Company Material Adverse Effect. The Sellers have made available to Buyer . (b) Set forth in Section 2.1(b)(i) of the Company Disclosure Schedule is a complete and correct copies copy of each the Company’s 's certificate of incorporation and Company Subsidiary’s governing documentsby-laws, each as amended to in effect on the date of this Agreement (the "Current Company Certificate and By-laws"). Set forth in Section 2.1(b)(ii) of the Company Disclosure Schedule is a complete and correct copy of the Company's certificate of incorporation and by-laws, each as will be in effect when the filing contemplated by Section 6.7 is made and accepted (the "Amended Company Certificate and By-laws"). The Current Company Certificate and By-laws are, on the date hereof, and each as so made available is will continue to be until the Amended Company Certificate and By-laws become effective, in full force and effect. Schedule 3.1(b) contains a true The Company has taken all corporate action (including obtaining the approval of its board of directors and complete list of each jurisdiction where each Company and Company Subsidiary is organized and qualified to do business. stockholders (c) The authorized and issued equity of each Company and Company Subsidiary as of which stockholders' approvals will be effective not later than the tenth day after the date hereof is as set forth on Schedule 3.1(cof this Agreement). The Shares have been duly authorized, are validly issued, fully paid ) necessary in order for the Amended Company Certificate and nonassessable and are owned of record and beneficially by the Sellers as set forth on Schedule 3.1(c) free and clear of any EncumbrancesBy-laws to become effective, other than those Encumbrances under the Credit Agreement. Upon the Closingfiling contemplated by Section 6.7, and upon such filing and its acceptance, the Sellers will convey to Buyer all of the Shares, Amended Company Certificate and such conveyance By-laws will be free in full force and clear of any Encumbranceseffect. Except as described in this subsection (b), the Company has taken no action to amend the Current Company Certificate and By-laws or the Amended Company Certificate and By-laws, other than those Encumbrances under such amendments as would become effective only if the Credit Agreement that will be released in connection with Closing failed to occur on the Closing. All of the authorized and issued equity interests of each Company Subsidiary are owned of record and beneficially by one of the Companies, free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement that will be released in connection with the Closing. There are no preemptive rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate any of the Companies or Company Subsidiaries to issue, sell or purchase any shares of capital stock or other equity interests or securities and there are no bonds, debentures, notes or other obligations the holders of which have the right to vote with any Seller on any matter regarding any Company or with any Company on any matter regarding any Company Subsidiary. None of the Companies or Company Subsidiaries owns any equity or other ownership interest in any Person, other than each of the Companies’ respective ownership interests in the Company Subsidiaries. Since May 28, 2009, no Company has (i) held or owned any assets other than an ownership interest in one of the Company Subsidiaries or (ii) conducted any business or activities other than holding an ownership interest in one of the Company SubsidiariesClosing Date.