Common use of Organization; Good Standing; Stock Ownership; Capitalization Clause in Contracts

Organization; Good Standing; Stock Ownership; Capitalization. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation as set forth on Exhibit A, and has the corporate power and authority to own or lease its properties and to conduct its business as currently conducted. The Company maintains offices only at the site(s) listed on Exhibit A and has no operations other than from those site(s). (ii) The Shareholders are all the beneficial and/or record owners of the issued and outstanding shares of capital stock of the Company and the Shareholders own the number of shares of such stock set forth opposite his or her name on Exhibit A. The Shareholders are the beneficial and record owners of the Company's capital stock, free and clear of any liens, encumbrances or restrictions on transfer of any nature whatsoever other than the obligations of Shareholders arising under this Agreement to sell the Company's capital stock to Buyer. Except for this Agreement and the transactions contemplated hereby, no Shareholder has any legal obligation, absolute or contingent, to any person or firm to sell the Company's capital stock or to enter into any agreement with respect thereto. Other than the Shareholders, no other person or entity has ever been a shareholder of the Company. (iii) The Company's authorized capital consists exclusively of 100,000 shares of common stock, no par value, all of which are issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable. There are no existing options, calls or commitments of any character whatsoever, or agreements to grant the same, relating to the Company's capital stock. The Company has no outstanding securities convertible into or exchangeable or exercisable for any shares of common stock or any options, calls or commitments of any character whatsoever with respect to the issuance of such convertible securities. The Company owns no equity interests, convertible securities, marketable securities, notes or other obligations evidenced by written instruments of any other firm or entity. The Company has no subsidiaries.

Organization; Good Standing; Stock Ownership; Capitalization. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state the State of incorporation as set forth on Exhibit ATexas, and has the corporate power and authority to own or lease its properties and to conduct its business as currently conducted, and, except as set forth in Exhibit 4.01(a)(i), the Company is qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions where failure to qualify would have a material adverse effect on the Company or the conduct of the Business by the Company after the Closing Date. The Company maintains offices only at the site(s) listed on Exhibit A 4.01(a)(i) (the "Sites") and has no operations offices other than from those site(s).at the Sites. ------------------ ----- (ii) The Shareholders are all Each Shareholder is the sole beneficial and/or record owners owner of the number of issued and outstanding shares of capital stock of the Company and the Shareholders own the number of shares of such stock set forth opposite his or her name on Exhibit A. The Shareholders are the beneficial and record owners of the Company's capital stock, 4.01(a)(ii) free and clear of any ------------------- liens, encumbrances or restrictions on transfer of any nature whatsoever other than the obligations of Shareholders arising under this Agreement to sell Agreement. Each Shareholder's residence addresses is as set forth in the first paragraph of this Agreement. The Shareholders are the beneficial and/or record owners of all of the Company's capital stock to Buyerstock. Except for this Agreement and the Shareholders Agreement among the Company and the Shareholders which shall be terminated prior to Closing and the transactions contemplated hereby, each Shareholder represents and warrants that he or she has no Shareholder has any legal obligation, absolute or contingent, to any person or firm to sell the Company's capital stock or to enter into any agreement with respect thereto. Other than the Shareholders, no other person or entity has ever been a shareholder of the Company. There are no other agreements among the Shareholders regarding the Business of the Company other than the Shareholders Agreement referred to above. (iii) The Company's authorized capital consists exclusively of 100,000 shares of common stock, no par valuevalue $.01 per share, all 23,810 of which are issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessableassessable and have not been issued in violation of any preemptive rights, either contractual or otherwise. There Except as set forth in Exhibit 4.01(a)(iii), (x) there are no -------------------- existing options, calls or commitments of any character whatsoever, or agreements to grant the same, relating to the Company's capital stock. The stock and (y) the Company has no outstanding securities convertible into or exchangeable or exercisable for any shares of common capital stock of the Company or any options, calls or commitments of any character whatsoever with respect to the issuance of such convertible securities. The Except as set forth on Exhibit 4.01(a)(iii), the Company -------------------- owns no equity interests, convertible securities, marketable securities, notes or other obligations evidenced by written instruments of any other firm or entity. The Company has no subsidiaries.

Organization; Good Standing; Stock Ownership; Capitalization. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation as set forth on Exhibit A, and has the corporate power and authority to own or --------- lease its properties and to conduct its business as currently conducted, and the Company is qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions where failure to qualify would have a material adverse effect on the Company or the conduct of the Business by the Company after the Closing Date. The Company maintains offices only at the site(s) listed in item 2(d) on Exhibit A and has no operations other than from those site(s).. --------- (ii) The Shareholders are all the sole beneficial and/or record owners of all of the issued and outstanding shares of capital stock of the Company and the Shareholders own the number of shares of such stock set forth opposite his or her name in item 2(a) on Exhibit A. The Shareholders are the beneficial and record owners of the Company's capital stockA, in each case free and clear of any liens, --------- encumbrances or restrictions on transfer of any nature whatsoever other than the obligations of Shareholders arising under this Agreement to sell the Company's capital stock to BuyerAgreement. Except for this Agreement and the transactions contemplated hereby, the Shareholders have no Shareholder has any legal obligation, absolute or contingent, to any person or firm to sell the Company's capital stock or to enter into any agreement with respect thereto. Other than the Shareholders, no other person or entity has ever been a shareholder of the Company. (iii) The Company's authorized capital consists exclusively of 100,000 shares each of Class A and Class B common stock, no par value, all value $1.00 per share of which only 3,000 shares of Class A common stock are issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable. There are no existing options, calls or commitments of any character whatsoever, or agreements to grant the same, relating to the Company's capital stock. The Company has no outstanding securities convertible into or exchangeable or exercisable for any shares of common stock or any options, calls or commitments of any character whatsoever with respect to the issuance of such convertible securities. The Company owns no equity interests, convertible securities, marketable securities, notes or other obligations evidenced by written instruments of any other firm or entity. The Company has no subsidiaries.

Organization; Good Standing; Stock Ownership; Capitalization. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state the State of incorporation as set forth on Exhibit AMinnesota, and has the corporate power and authority to own or lease its properties and to conduct its business as currently conducted, and the Company is qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions where failure to qualify would have a material adverse effect on the Company or the conduct of the Business by the Company after the Closing Date. The Company maintains offices only at the site(s) listed on Exhibit A in the Disclosure Schedule (the "Sites") and has no offices from which it conducts operations other than from those site(s)the Sites. (ii) The Shareholders are all the sole beneficial and/or and record owners of all of the issued and outstanding shares of capital stock of the Company and the Shareholders own the number of shares of such stock set forth opposite his or her name in the Disclosure Schedule. Upon consummation of the transactions contemplated by this Agreement, the Buyer shall acquire good and valid title to all of such shares, free and clear of any liens, claims or encumbrances or restrictions on Exhibit A. transfer of any nature whatsoever. The Shareholders' residence addresses are as set forth in the first paragraph of this Agreement. The Shareholders are the beneficial and record owners of all of the Company's capital stock, free and clear of any liens, encumbrances or restrictions on transfer of any nature whatsoever other than the obligations of the Shareholders arising under this Agreement to sell the Company's capital stock to BuyerAgreement. Except for this Agreement and the transactions contemplated hereby, the Shareholders have no Shareholder has any legal obligation, absolute or contingent, to any person or firm to sell the Company's capital stock or to enter into any agreement with respect thereto. Other than the Shareholders, no other person or entity has ever been a shareholder of the Company. There are no agreements relating to the Company or the Business, whether written or oral, between the Shareholders. (iii) The Company's authorized capital consists exclusively of 100,000 one hundred thousand (100,000) shares of common capital stock, no par value, all of which only one thousand (1,000) shares of Company Common Stock are issued and outstanding. All of the outstanding shares of capital stock of the Company Common Stock have been duly authorized and are validly issued, fully paid and non-assessable. There Except as set forth in the Disclosure Schedule, (x) there are no existing options, calls or commitments of any character whatsoever, or agreements to grant the same, relating to the Company's capital stock. The stock and (y) the Company has no outstanding securities convertible into or exchangeable or exercisable for any shares of common capital stock or any options, calls or commitments of any character whatsoever with respect to the issuance of such convertible securities. The Except as set forth in the Disclosure Schedule, the Company owns no equity interests, convertible securities, marketable securities, notes or other obligations evidenced by written instruments of any other firm or entityentity other than for purposes of cash management in the ordinary course. The Company has no subsidiaries.

Organization; Good Standing; Stock Ownership; Capitalization. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state the Commonwealth of incorporation as set forth on Exhibit AKentucky, and has the corporate power and authority to own or lease its assets or properties and to conduct its business as currently conducted, and the Company is qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions where failure to qualify would have a material adverse effect on the Company or the conduct of the Business by the Company after the Closing Date. The Company maintains offices only at the site(s) site listed on Exhibit A 3.01(a)(i) and has conducts no operations other than from those site(s)that site. (ii) The Shareholders are all the sole beneficial and/or and record owners of all of the issued and outstanding shares of capital stock of the Company and the Shareholders own the number of shares of such stock set forth opposite his or her name on Exhibit A. 3.01(a)(ii). The Shareholders' residence addresses are as set forth in the first paragraph of this Agreement. The Shareholders are the beneficial and record owners owner of all of the Company's capital stock, free and clear of any liens, encumbrances or restrictions on transfer of any nature whatsoever other than the obligations of Shareholders arising under this Agreement to sell the Company's capital stock to Buyerwhatsoever. Except for this Agreement and the transactions contemplated hereby, the Shareholders have no Shareholder has any legal obligation, absolute or contingent, to any person or firm Person to sell the Company's capital stock or to enter into any agreement with respect thereto. Other than the Shareholders, no other person or entity Person has ever been a shareholder of the Company. No Shareholder is a party to any agreement with any other Shareholder relating to the capital stock or ownership of the Company. (iii) The Company's authorized capital stock consists exclusively of 100,000 two thousand (2000) shares of common stock, no par valuevalue per share, all of which all is designated as voting common stock; one thousand (1000) of which (the voting common shares) are issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessableassessable and have been issued in accordance with all applicable federal and state securities laws. There are no existing options, calls or commitments of any character whatsoever, or agreements to grant the same, relating to the Company's capital stock. The stock and the Company has no outstanding securities convertible into or exchangeable or exercisable for any shares of common stock or any options, calls or commitments of any character whatsoever with respect to the issuance of such convertible securities. The Company owns no equity interests, convertible securities, marketable securities, notes or other obligations evidenced by written instruments of any other firm or entity. The Company has no subsidiaries.

Organization; Good Standing; Stock Ownership; Capitalization. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation as set forth on Exhibit A, and has the corporate power and authority to own or lease its properties and to conduct its business as currently conducted. The Company maintains offices only at the site(s) listed on Exhibit A and has no operations other than from those site(s). (ii) The Shareholders are all Each Shareholder is the sole beneficial and/or record owners owner of the number of issued and outstanding shares of capital stock of the Company and the Shareholders own the number of shares of such stock set forth opposite his or her name on Exhibit A. The Shareholders are the beneficial and record owners of the Company's capital stock, 5.01(a)(ii) free and ------------------- clear of any liens, encumbrances or restrictions on transfer of any nature whatsoever other than the obligations of Shareholders arising under this Agreement to sell Agreement. Each Shareholder's residence addresses is as set forth in the first paragraph of this Agreement. The Shareholders are the beneficial and/or record owners of all of the Company's capital stock to Buyerstock. Except for this Agreement and the Shareholders Agreement among the Company and the Shareholders which shall be terminated prior to Closing and the transactions contemplated hereby, each Shareholder represents and warrants that he or she has no Shareholder has any legal obligation, absolute or contingent, to any person or firm to sell the Company's capital stock or to enter into any agreement with respect thereto. Other than the Shareholders, no other person or entity has ever been a shareholder of the Company. There are no other agreements among the Shareholders regarding the Business of the Company other than the Shareholders Agreement referred to above. (iii) The Company's authorized capital consists exclusively of 100,000 10,000,000 shares of common stock, no par valuevalue per share, all 1,063,831 of which are issued and outstanding and 1,000,000 shares of preferred stock, no par value per share, of which none are outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessableassessable and have not been issued in violation of any preemptive rights, either contractual or otherwise. There Except as set forth in Exhibit 5.01(a)(iii), (x) there are no -------------------- existing options, calls or commitments of any character whatsoever, or agreements to grant the same, relating to the Company's capital stock. The stock and (y) the Company has no outstanding securities convertible into or exchangeable or exercisable for any shares of common capital stock of the Company or any options, calls or commitments of any character whatsoever with respect to the issuance of such convertible securities. The Except as set forth on Exhibit 5.01(a)(iii), the Company owns no equity interests, convertible -------------------- securities, marketable securities, notes or other obligations evidenced by written instruments of any other firm or entity. The Company has no subsidiaries.