Common use of Organization; Good Standing; Qualification and Power Clause in Contracts

Organization; Good Standing; Qualification and Power. The Company: (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (b) has all requisite corporate power and authority to own, lease and operate its properties and Assets and to carry on its business in the Ordinary Course; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could be reasonably expected to have a material adverse effect on such Person's business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), affairs or an effect which could materially impair the ability of a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company as amended to the date hereof, and its minute books. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: Each of the Sellers (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State its respective jurisdiction of New Jersey; incorporation, (bii) has all requisite corporate power and authority to own, lease and operate its properties and Assets assets and to carry on its business in the Ordinary Course; as now being conducted, and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could be reasonably expected to have would have, either individually or in the aggregate, a material adverse effect on such Person's business, Assets, operations, results the Company or either of operations, liabilitiesthe Subsidiaries or any of their respective businesses, properties, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs or an effect which could materially impair the ability of (each, a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse EffectMATERIAL ADVERSE EFFECT"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent Alloy true and complete copies of the Charter Certificates of Incorporation and by-laws of the Company and each Subsidiary, in each case as amended to the date hereof. Section 3.1(a) of the Disclosure Schedule sets forth a true and complete list of the names, addresses and its minute bookstitles of the directors and officers of the Company and each Subsidiary. As used in this AgreementFor purposes hereof, the term "CertificateCERTIFICATE OF INCORPORATION" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: Each of the Company and ▇▇▇▇ ▇▇▇▇▇▇ Productions Inc., a New York corporation (a"▇▇▇▇ ▇▇▇▇▇▇ Productions") (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; York, (bii) has all requisite corporate power and authority to own, lease and operate its properties and Assets assets and to carry on its business in as now being conducted, and as proposed to be conducted, and, with respect to the Ordinary Course; Company, to enter into this Agreement, the Certificate of Merger and the Related Agreements (as defined below) to which the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could be reasonably expected to would have a material adverse effect on such Person's the Company or its business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), affairs assets, Liabilities (as defined in Section 3.1(f)), operations or an effect which could materially impair the ability results of operations (a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Company Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company and ▇▇▇▇ ▇▇▇▇▇▇ Productions, in each case as amended to the date hereof, and its minute books. As used in this Agreementherein, "CertificateCharter" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: ---------------------------------------------------- Company (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; York, Safe Ltd. is a corporation duly organized, validly existing and in good standing under the laws of England and Wales, and Certrac is a corporation duly organized, validly existing and in good standing under the laws of the State of New York (bii) has all requisite corporate power and authority to own, lease and operate its properties and Assets assets and to carry on its business in as now being conducted, and as proposed to be conducted, to enter into this Agreement, the Ordinary Course; Agreement of Merger and the Related Agreements (as defined below) to which the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could be reasonably expected to would have a material adverse effect on such Person's the Company or its business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), assets, Liabilities, operations, results of operations, prospects or affairs or an effect which could materially impair the ability of (a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Company Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent a true and complete copies copy of the Charter and by-laws its Certificate of the Company Incorporation, as amended to the date hereofhereof (the "Charter"), and its minute books. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporationby-laws, including as amended to the articles or certificate date hereof (the "By-laws"). The Company has caused Safe Ltd. to deliver to Parent a true and complete copy of incorporation or organizationits Memorandum of Association, as amended to the date hereof (the "Memorandum") and its Articles of Association, as amended to the date hereof (the "Articles"). The Company has caused Certrac to deliver to Parent a true and complete copy of its Certificate of Incorporation, as amended to the date hereof (the "Certrac Charter"), and any amendments theretoof its by-laws, as amended to the same may have been restated, and any amendments thereto date hereof (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement"Certrac By-laws").

Organization; Good Standing; Qualification and Power. The Company: Company (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of New Jersey; Massachusetts, (bii) has all requisite corporate power and authority to own, lease and operate its properties and Assets assets and to carry on its business in as now being conducted, to enter into this Agreement, the Ordinary Course; Certificate of Merger, the Articles of Merger and the other Related Agreements (as defined below) to which the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) is duly qualified and in good standing to do business as a foreign corporation and is in all good standing under the laws of each of the jurisdictions listed in Section 3.1(a) of the Disclosure Schedule, which constitute the only jurisdictions where the failure to be so qualified and in good standing could be reasonably expected to have a material adverse effect on such Person's the business, Assets, operations, financial condition or results of operations, liabilities, properties, condition operations of Carnegie (financial or otherwise), affairs or an effect which could materially impair the ability of a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent Alloy true and complete copies of the Charter and by-laws of the Company Company, in each case as amended to the date hereof, and its minute books. As used in this Agreementherein, "CertificateCharter" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement. Except for Carnegie or as otherwise disclosed in Section 3.1(a) of the Disclosure Schedule, the Company has never had, nor does it currently have, any subsidiaries, nor has it ever owned, nor does it currently own, any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture or other entity.

Organization; Good Standing; Qualification and Power. The Company: DCI (ai) is a ---------------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; Indiana, (bii) has all requisite corporate power and authority to own, lease and operate its properties and Assets assets and to carry on its business in as now being conducted, and as proposed to be conducted, to enter into this Agreement, the Ordinary Course; Certificate of Merger and Articles of Merger and the Related Agreements to which DCI is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could be reasonably expected to would have a material adverse effect on such Person's DCI or its business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), assets, liabilities, operations, results of operations or affairs or an effect which could materially impair the ability of (a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("DCI Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company DCI has delivered to Parent true and complete copies of the Charter Certificate of Incorporation and by-laws of the Company DCI, in each case as amended to the date hereof, and its minute books. As used in this Agreementherein, "CertificateCertificate of Incorporation" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: MarketSource ---------------------------------------------------- (ai) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; Delaware, (bii) has all requisite corporate power and authority to own, lease and operate its properties and Assets assets and to carry on its business in as now being conducted, and as proposed to be conducted, to enter into this Agreement and the Ordinary Course; Related Agreements to which MarketSource is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (ciii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could be reasonably expected to would have a material adverse effect on such Person's MarketSource, the 360 Youth Business or the business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs of MarketSource or an effect which could materially impair the ability of a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby 360 Youth Business (a "360 Youth Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company MarketSource has delivered to Parent Alloy true and complete copies of the Charter Certificate of Incorporation and by-laws of the Company MarketSource, in each case as amended to the date hereof, and its minute books. As used in this Agreementherein, "CertificateCertificate of Incorporation" shall meanmean the certificate of incorporation, with respect to any corporationand all amendments thereto, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments theretonamed corporation, as the same may have been restated, and any all amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: Each of the Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (the "Company Sub"): (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (b) has all requisite corporate power and authority to own, lease and operate its properties and Assets assets and to carry on its business in the Ordinary Courseas now being conducted and as currently proposed to be conducted; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could reasonably be reasonably expected to have a material adverse effect on such Person's the business, Assetsproperties, Liabilities, assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), prospects or affairs or an effect which could materially impair the ability of (a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect")) of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company and the Company Sub, respectively, in each case as amended to the date hereof, and its minute books. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: (a) Each of the Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state, or country of New Jersey; (b) its jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and Assets and to carry on its business in the Ordinary Course; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could be reasonably expected to have a material adverse effect on such Person's businessas now being conducted, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), affairs or an effect which could materially impair the ability of a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a partyRelated Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and is duly qualified or licensed to do business and, if applicable, is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensure necessary, except where the failure to be so qualified or licensed or in good standing would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. The jurisdictions in which the Company and the Subsidiaries are qualified as foreign corporations or licensed or registered to carry on business are set forth in Schedule 3.1. The Company has delivered to the Parent true and complete correct copies of its and the Charter Subsidiaries' articles or certificate of incorporation and by-laws of the Company bylaws (or other corporate governance documents) in each case as amended to the date hereof. (b) The Subsidiaries have not at any time (i) repaid, and its minute books. As used in this Agreementredeemed or purchased or agreed to repay, "Certificate" shall mean, with respect to redeem or purchase any corporation, those instruments that at the time constitute its corporate charter as filed securities or recorded under the general corporation law shares of the jurisdiction any class of its incorporationshare capital or otherwise reduced or agreed to reduce its issued share capital or any class thereof or (ii) capitalized or agreed to capitalize in the form of shares, including the articles debentures or certificate any other securities or in paying up any amounts unpaid on any shares, debentures or other securities any profits or reserves of incorporation any class or organization, and description or passed or agreed to pass any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatementresolutions to do so.

Organization; Good Standing; Qualification and Power. The Company: Company (ai) is a close corporation (as such term is defined in Section 342(a) of the Delaware Statute) duly organized, validly existing and in good standing under the laws of the State of New Jersey; Delaware, (bii) has all requisite corporate power and authority to (A) own, lease and operate its properties and Assets assets and to carry on its business in as now being conducted and as proposed to be conducted, (B) to enter into this Agreement and the Ordinary Course; Agreement of Merger, (C) to perform its obligations hereunder and thereunder, and (cD) to consummate the transactions contemplated hereby and thereby, and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions in which the failure to be so qualified and in good standing could reasonably be reasonably expected to have a material adverse effect on such Person's the Company or its business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), assets, Liabilities, operations, results of operations, prospects or affairs or an effect which could materially impair the ability of (a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company Company, in each case as amended to the date hereof, and its minute books. As used in this Agreementherein, "CertificateCharter" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, organization as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (b) North Carolina and has all the requisite corporate power and authority to own, own or lease and operate its properties and Assets assets and to carry on its business in the Ordinary Course; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could be reasonably expected to have a material adverse effect on such Person's business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), affairs or an effect which could materially impair the ability of a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect")Business as presently conducted. The Company has all requisite full corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents Ancillary Agreements to which it is a party, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. The Company has duly executed and delivered this Agreement. This Agreement is, and each of the Ancillary Agreements to Parent true which the Company is a party (assuming that this Agreement has been, and complete each of the Ancillary Agreements to which Purchaser is a party will be, duly authorized, executed and delivered by Purchaser) will be, a valid and binding agreement of the Company, enforceable against the Company in accordance with its respective terms, except as the enforceability may be limited by the Enforceability Exceptions. (b) The Company is duly qualified to transact business and is in good standing in the jurisdictions listed on Section 3.1 of the Disclosure Memorandum wherein the nature of its Business or the ownership of its assets makes such qualification necessary, except where the failure to be so qualified and in good standing would not (and would not reasonably be expected to) have a Material Adverse Effect. The Company has previously made available to Purchaser copies of the Charter and by-laws Governing Documents of the Company as amended to the date hereof, and its minute books. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments theretoCompany, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatementcurrently in effect.

Organization; Good Standing; Qualification and Power. (a) The Company:Trust (i) is a Massachusetts business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, to enter into this Agreement, each of the Related Agreements and any other agreement, certificate or instrument to be executed and delivered by the Company pursuant to the terms of this Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 4.1(a) of the Disclosure Schedule and in all other jurisdictions where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Trust Material Adverse Effect. (ab) The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of New Jersey; Massachusetts, (bii) has all requisite corporate power and authority to own, lease and operate its properties and Assets and to carry on its business in as it is now being conducted, to enter into this Agreement, each of the Ordinary Course; Related Agreements and any other agreement, certificate or instrument to be executed and delivered by the Company pursuant to the terms of this Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, and (ciii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 4.1(b) of the Disclosure Schedule and in all other jurisdictions in which where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified and or in good standing could be reasonably expected to would not have a material adverse effect on such Person's business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), affairs or an effect which could materially impair the ability of a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Company Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company as amended to the date hereof, and its minute books. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: Each of the ---------------------------------------------------- Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (the "Company Sub"): (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (b) has all requisite corporate power and authority to own, lease and operate its properties and Assets assets and to carry on its business in the Ordinary Courseas now being conducted and as currently proposed to be conducted; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could reasonably be reasonably expected to have a material adverse effect on such Person's the business, Assetsproperties, Liabilities, assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), prospects or affairs or an effect which could materially impair the ability of (a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect")) of the Company. The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company and the Company Sub, respectively, in each case as amended to the date hereof, and its minute books. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. The Company: (a) is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of New Jersey; Massachusetts; (b) has all requisite corporate power and authority to own, lease and operate its properties and Assets and to carry on its business in the Ordinary Course; and and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could be reasonably expected to have a material adverse effect on such Person's Person?s business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), affairs or an effect which could materially impair the ability of a Person to perform any obligation under this the Agreement or materially impair the consummation of the transaction contemplated hereby ("?Material Adverse Effect"?). The Company has all requisite corporate power and authority to enter into this the Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-by- laws of the Company as amended to the date hereof, and its minute books. As used in this the Agreement, "?Certificate" ? shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.