Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. The copies of Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation and by laws which have been made available to the Company are complete and correct and in full force and effect on the date hereof. Each of Parent's Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free and

Organization, Qualification, Etc. Each of (a) Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of organization incorporation and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. The copies of Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation and by laws which have been made available to the Company are complete and correct and in full force and effect on the date hereof. Each of Parent's Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not does not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent Parent. The copies of Parent's certificate of incorporation and bylaws filed or Merger Subincorporated by reference in Parent's Annual Report on Form 10-K for the year ended December 31, 1997 ("Parent's 1997 Form 10-K") are complete and correct and in full force and effect on the date hereof. (b) Each of Parent's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing does not, individually or in the aggregate, have a Material Adverse Effect on Parent. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and and, other than directors' qualifying shares, are owned by Parent, directly or indirectly, free andand clear of all Encumbrances, except for Encumbrances which individually or in the aggregate do not have a Material Adverse Effect on Parent. There are no existing Share Arrangements relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Parent, other than directors' qualifying shares. None of the certificates of incorporation or bylaws or other organizational documents of any of Parent's Significant Subsidiaries purport to grant rights to any person other than (1) customary rights given to all stockholders pro rata in accordance with their holdings and (2) customary rights with respect to corporate governance (including rights to notices) and rights of indemnification of directors and officers. Parent has delivered to the Company complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of Parent's Significant Subsidiaries which is not wholly owned by Parent and/or another of its wholly owned Subsidiaries (ignoring for this purpose directors' qualifying shares). A complete listing of Parent's Subsidiaries is set forth in Section 4.1(b) of the Parent Disclosure Letter. Except for Parent's Subsidiaries listed in Section 4.1(b) of the Parent Disclosure Letter, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity that directly or indirectly conducts any activity which is material to Parent and its Subsidiaries taken as a whole. Neither Parent nor any of its Subsidiaries is the beneficial owner of any Shares.

Organization, Qualification, Etc. Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization and Delaware, has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Subthe Company. The Company has furnished to Parent true, correct and complete copies of Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Subthe Company's certificate of incorporation and by laws which have been made available to the Company are complete and correct and bylaws as in full force and effect on the date hereof. Each SCHEDULE 5.1 of Parentthe Company Disclosure Letter lists all of the Company's Subsidiaries. All of the Company's Subsidiaries is are corporations duly organized, validly existing and in good standing under the laws of its jurisdiction their respective states of incorporation or organization, and each has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Subthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Parentof the Company's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parentthe Company, directly or indirectly, free andand clear of all Liens. Except as set forth on SCHEDULE 5.1 of the Company Disclosure Letter, there are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiaries of the Company (other than rights of first refusal, preemptive rights or similar rights held by the Company with respect to such Subsidiaries).

Organization, Qualification, Etc. Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization California and has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing in the aggregate, would not in the aggregate have a Material Adverse Effect on Parent the Company. The Company Disclosure Letter lists the locations of all offices of the Company or Merger Subany of its Subsidiaries. The copies of Parentthe Company's certificate Restated and Amended Articles of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation Incorporation and by laws which have been made available to the Company Parent are complete and correct and in full force and effect on the date hereof. Each of Parentthe Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for such jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Subthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Parentthe Company's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parentthe Company, directly or indirectly, free andand clear of all liens, claims, charges or encumbrances. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent a complete and correct copy of the charter and by laws or other organizational documents of each of the Subsidiaries, each as amended to the date hereof and each such document is in full force and effect. As used in this Agreement, "Subsidiary" means with respect to the Company, Parent or Merger Sub, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries or by such party and one or more of its respective Subsidiaries.

Organization, Qualification, Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. The copies of Parent's certificate Articles of incorporationIncorporation, as amended, and by laws, as amended, Amended and Restated By-laws and Merger Sub's certificate of incorporation charter and by by-laws which have been made available to the Company are complete and correct and in full force and effect on the date hereof. Each of Parent's Significant Subsidiaries is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite the corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free andand clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Parent is a party. Except as disclosed in the Parent SEC Reports, there are no existing options (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of Parent or Merger Sub.

Organization, Qualification, Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger SubParent. The copies of the Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation and by by-laws which have been made available delivered to the Company are complete and correct and in full force and effect on the date hereofeffect. Each of the Parent's Subsidiaries (including Merger Sub) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger Subthe Parent. All the outstanding shares of capital stock of, or other ownership interests in, the Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free andand clear of all Liens. There are no existing options, rights of first refusal, preemptive rights, calls, claims or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of Parent.

Organization, Qualification, Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. The copies of Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation and by laws which have been made available to the Company are complete and correct and in full force and effect on the date hereof. Each of Parent's Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free andand clear of all liens, claims, charges or encumbrances, except as set forth in the Parent Disclosure Letter. Except as disclosed in the Parent SEC Reports, there are no existing options (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of Parent or Merger Sub.

Organization, Qualification, Etc. Each of Parent and Merger Sub Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing would not not, in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger SubCompany. The copies of ParentCompany's certificate of incorporation, as amended, charter and by laws, as amended, and Merger Sub's certificate of incorporation and by laws bylaws which have been made available to the Company for inspection by Parent are complete and correct and in full force and effect on the date hereofof this Agreement. Each of ParentCompany's Subsidiaries is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate the corporate, limited partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not not, in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect on Company. Company has made available for inspection by Parent or Merger Subtrue and correct copies of the charter and bylaws of each significant Subsidiary (as defined in Regulation S-X promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT")) ("SIGNIFICANT SUBSIDIARY") and each such organizational document is in full force and effect on the date of this Agreement. All the outstanding shares of capital stock of, or other ownership interests in, ParentCompany's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable nonassessable and are owned by ParentCompany, directly or indirectly, free andand clear of any encumbrance, hypothecation, infringement, lien, mortgage, pledge, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge or claim of any nature whatsoever of, on, or with respect to any asset, property or property interest, not including (i) liens for water and sewer charges and current taxes not yet due and payable or being contested in good faith, (ii) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar liens arising or incurred in the ordinary course of business (iii) all liens approved in writing by Parent or (iv) restrictions on transfer imposed by federal or state securities laws ("LIENS"). There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of Company.

Organization, Qualification, Etc. Each of Parent and Merger Sub Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing would not not, in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger SubCompany. The copies of ParentCompany's certificate of incorporation, as amended, charter and by laws, as amended, and Merger Sub's certificate of incorporation and by laws bylaws which have been made available to the Company for inspection by Parent are complete and correct and in full force and effect on the date hereofof this Agreement. Each of ParentCompany's Subsidiaries is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate the corporate, limited partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not not, in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect on Company. Company has made available for inspection by Parent or Merger Subtrue and correct copies of the charter and bylaws of each significant Subsidiary (as defined in Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act")) ("Significant Subsidiary") and each such organizational document is in full force and effect on the date of this Agreement. All the outstanding shares of capital stock of, or other ownership interests in, ParentCompany's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable nonassessable and are owned by ParentCompany, directly or indirectly, free andand clear of any encumbrance, hypothecation, infringement, lien, mortgage, pledge, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge or claim of any nature whatsoever of, on, or with respect to any asset, property or property interest, not including (i) liens for water and sewer charges and current taxes not yet due and payable or being contested in good faith, (ii) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar liens arising or incurred in the ordinary course of business (iii) all liens approved in writing by Parent or (iv) restrictions on transfer imposed by federal or state securities laws ("Liens"). There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of Company.

Organization, Qualification, Etc. Each of the Parent and Merger Sub -------------------------------- the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and its incorporation, has all requisite the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on the Parent or Merger Subdelay consummation of the transactions contemplated by this Agreement or otherwise prevent the Parent or the Purchaser from performing its obligations hereunder. The copies of Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation and by laws which have been Parent has delivered or made available to the Company copies of the articles of incorporation and by-laws for the Parent and the certificate of incorporation and by-laws for the Purchaser. Such organizational documents are complete and correct and in full force and effect on effect, and neither the date hereofParent nor the Purchaser is in violation of any of the provisions of their respective certificates of incorporation or by-laws. Each of the Parent's Significant Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free and.

Organization, Qualification, Etc. Each of the Parent --------------------------------- and Merger Sub the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and its incorporation, has all requisite the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on the Parent or Merger Subdelay consummation of the transactions contemplated by this Agreement or otherwise prevent the Parent or the Purchaser from performing its obligations hereunder. The copies of Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation and by laws which have been Parent has delivered or made available to the Company copies of the articles of incorporation and by-laws for the Parent and the certificate of incorporation and by-laws for the Purchaser. Such organizational documents are complete and correct and in full force and effect on effect, and neither the date hereofParent nor the Purchaser is in violation of any of the provisions of their respective certificates of incorporation or by-laws. Each of the Parent's Significant Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free and.

Organization, Qualification, Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate power and authority authority, corporate and otherwise, to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. The copies of Parent's certificate Certificate of incorporationIncorporation, as amended, and by laws, as amended, By-laws and Merger Sub's certificate of incorporation charter and by by-laws which have been made available to the Company are complete and correct and in full force and effect on the date hereof. Each of Parent's Subsidiaries is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority authority, corporate and otherwise, to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free andand clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Parent is a party. Except as disclosed in the Parent SEC Reports, there are no existing options (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of Parent or Merger Sub.

Organization, Qualification, Etc. Each of Parent and Merger Sub is a corporation --------------------------------- duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization North Carolina and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger SubParent. The copies of the Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation and by by-laws which have been made available delivered to the Company are complete and correct and in full force and effect on the date hereofeffect. Each of the Parent's Subsidiaries (including Merger Sub) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on the Parent. Except as set forth in Section 4.1 of the Parent or Merger Sub. All Disclosure Schedule, all the outstanding shares of capital stock of, or other ownership interests in, the Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free andand clear of all Liens. There are no existing options, rights of first refusal, preemptive rights, calls, claims or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of Parent.

Organization, Qualification, Etc. Each of Parent Boeing and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger SubBoeing. The copies of ParentBoeing's certificate Restated Certificate of incorporation, as amended, Incorporation and by laws, as amended, by-laws and Merger Sub's certificate articles of incorporation and by by-laws which have been made available delivered to the Company MDC are complete and correct and in full force and effect on the date hereof. Each of ParentBoeing's Significant Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger SubBoeing. All the outstanding shares of capital stock of, or other ownership interests in, ParentBoeing's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by ParentBoeing, directly or indirectly, free andand clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Boeing is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Boeing or Sub (other than rights of first refusal, preemptive rights or similar rights held by Boeing with respect to certain of such Subsidiaries).

Organization, Qualification, Etc. Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Subthe Company. The copies of Parentthe Company's certificate of incorporation, as amended, charter and by laws, as amended, and Merger Sub's certificate of incorporation and by by-laws which have been made available to the Company Parent are complete and correct and in full force and effect on the date hereof. Each of Parentthe Company's Significant Subsidiaries (as defined in Regulation S-X promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT")) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite the corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Subthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Parentthe Company's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parentthe Company, directly or indirectly, free andand clear of all liens, claims, charges or encumbrances. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company.

Organization, Qualification, Etc. Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Delaware and has all requisite the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing would not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent or Merger Subthe Company. The copies of Parentthe Company's certificate Amended and Restated Certificate of incorporation, as amended, Incorporation and by laws, as amended, and Merger Sub's certificate of incorporation and by By-laws which have been made available to the Company Parent are complete and correct and in full force and effect on the date hereofof this Agreement. Each of Parentthe Company's Significant Subsidiaries (as defined in Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act")) (a) is a corporation, general partnership, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (b) has all requisite corporate the corporate, general partnership, limited partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and (c) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except in the case of clauses (a) and (c) for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent or Merger Subthe Company and except in the case of clause (b) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, Parentthe Company's Subsidiaries and Merger Sub are (y) validly issued, fully paid and non-assessable nonassessable and are (z) owned by Parentthe Company, directly or indirectly, free andand clear of all Liens, except in the case of clause (y) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company and except in the case of clause (z) for restrictions and Liens contained in credit agreements and similar instruments to which the Company is a Party and except for such exceptions as are disclosed in the Company SEC Reports and those that would be immaterial to the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Reports, there are no outstanding subscriptions, options, warrants, rights of first refusal, preemptive rights, calls or rights or other arrangements or commitments of any character obligating any Subsidiary of the Company to issue any capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company, except those that would be immaterial to the Company and its Subsidiaries, taken as a whole.

Organization, Qualification, Etc. Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization California and has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the such failure to be so qualified or to be in good standing in the aggregate, would not in the aggregate have a Material Adverse Effect on Parent the Company. The Company Disclosure Letter lists the locations of all offices of the Company or Merger Subany of its Subsidiaries. The copies of Parentthe Company's certificate Restated and Amended Articles of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation Incorporation and by laws which have been made available to the Company Parent are complete and correct and in full force and effect on the date hereof. Each of Parentthe Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for such jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Subthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Parentthe Company's Subsidiaries and Merger Sub are validly issued, fully paid and non-non- assessable and are owned by Parentthe Company, directly or indirectly, free andand clear of all liens, claims, charges or encumbrances. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent a complete and correct copy of the charter and by laws or other organizational documents of each

Organization, Qualification, Etc. Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization Texas and has all the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger Subthe Company. The copies of Parentthe Company's certificate Articles of incorporationIncorporation, as amended, and by lawsBylaws, as amended, and Merger Sub's certificate of incorporation and by laws which have been made available delivered to the Company Parent are complete and correct and in full force and effect on the date hereofof this Agreement. Each of Parentthe Company's Significant Subsidiaries is duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be (if applicable) in good standing would not not, individually or in the aggregate aggregate, have a Material Adverse Effect on Parent or Merger Subthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Parentthe Company's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parentthe Company, directly or indirectly, free andand clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which the Company is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of the Company.

Organization, Qualification, Etc. of Each of Parent the Funds. Critical Infrastructure LP is duly registered, organized and Merger Sub a validly existing limited partnership under the Laws of the State of Delaware. Critical Infrastructure Ltd. is a corporation duly organizedregistered, incorporated and a validly existing international business company under the Laws of the British Virgin Islands. Critical Infrastructure (BVI) is a duly registered and in good standing validly existing limited partnership under the laws of its jurisdiction the British Virgin Islands. Each of organization and the Funds has all requisite corporate necessary power and authority to own its own, operate and lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been, is now being conducted currently and as currently anticipated to be conducted. Each of the Funds is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties owned or leased by it or the conduct operation of its business requires makes such qualificationlicensing or qualification necessary, except for such jurisdictions in which where the failure to be so licensed, qualified or to be in good standing would does not in the aggregate have have, or could not reasonably be expected to have, a Material Adverse Effect on Parent Effect. All material partnership or Merger Subcorporate actions, as the case may be, of each of the Funds have been duly authorized and each of the Funds has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its limited partnership agreement or memorandum and articles of association, as the case may be. The True and correct copies of Parent's certificate (a) the Memorandum and Articles of incorporationAssociation, as amendedamended and restated through the date hereof of Critical Infrastructure Ltd., and by laws, as amended, and Merger Sub's certificate (b) resolutions of incorporation and by laws which the members of the Board of Directors of Critical Infrastructure Ltd. adopted prior to the date hereof heretofore have been made available delivered to the Company are complete and correct and all such resolutions remain in full force and effect on in the form delivered to the Company, (c) the Limited Partnership Agreement of each of Critical Infrastructure LP and Critical Infrastructure (BVI) and (d) resolutions of the limited partners and the general partner of Critical Infrastructure LP and Critical Infrastructure (BVI) adopted prior to the date hereof. Each hereof heretofore have been delivered to the Company and all of Parent's Subsidiaries is duly organized, validly existing such resolutions remain in full force and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not effect in the aggregate have a Material Adverse Effect on Parent or Merger Sub. All form delivered to the outstanding shares of capital stock of, or other ownership interests in, Parent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free andCompany.