Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company 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 jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company or substantially delay the Offer and the Merger or otherwise prevent the Company from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Company or Alcoa, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or Alcoa and its Subsidiaries, taken as a whole, as the case may be. The Company has delivered or made available to Alcoa copies of the certificate of incorporation and by-laws of the Company. Such certificate of incorporation and by-laws are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its certificate of incorporation or by-laws. (b) Each of the Company's Significant Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted and (ii) 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 jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that are owned by the Company or its Subsidiaries, are free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned Subsidiary of the Company owns as of the date hereof 84,650,000 shares. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule, there are no Persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.

Organization, Qualification, Etc. (a) The Company Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Each of Parent and Merger Sub has the requisite corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company 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 jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on the Company or substantially delay the Offer and the Merger or otherwise prevent the Company from performing its obligations hereunderParent. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent or the Company or AlcoaCompany, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets operations or financial condition of the Company applicable entity and its Subsidiaries, taken as a whole, exclusive of such effects on general economic conditions or Alcoa the oil and its Subsidiariesgas, taken as a wholecontract drilling, as workover service or oilfield service industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes or may reasonably be expected to cause or result in actual monetary loss not covered by insurance which exceeds $30 million, in the case may be. The Company has delivered of Parent, or made available to Alcoa copies of $10 million, in the certificate of incorporation and by-laws case of the Company. Such certificate The copies of incorporation Parent's Restated Certificate of Incorporation and byBy-laws which have been delivered to the Company are complete and correct and in full force and effect, and effect on the Company is not in violation date of any of the provisions of its certificate of incorporation or by-laws. (b) this Agreement. Each of the CompanyParent's Significant Subsidiaries (as defined in Section 9.3(f)) is a corporation or other business entity duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) , has the corporate or other organizational requisite power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted conducted, and (ii) is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its properties property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or (if applicable) in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyParent's Significant Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that and are owned by the Company Parent, directly or its Subsidiariesindirectly, are free and clear of all liens, claims, mortgages, charges or encumbrances, pledgesexcept for restrictions contained in credit agreements and similar instruments to which Parent is a party under which no event of default has occurred or arisen. There are no existing options, security interestsrights of first refusal, equities preemptive rights, calls or charges commitments of any kind (each, a "Lien"). All character relating to the outstanding shares of issued or unissued capital stock or other securities of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned any Significant Subsidiary of the Company owns as of the date hereof 84,650,000 shares. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule, there are no Persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the sameParent.

Organization, Qualification, Etc. (a) The Company AH is a corporation limited liability company duly organized, validly existing and in good standing (or other equivalent status) under the laws of the State jurisdiction of Delaware, its organization and has the corporate limited liability company power and authority required for it to own own, operate and lease all of its properties and assets and to carry on its business as it is now being conducted. The Company conducted or presently proposed to be conducted and is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not(or other equivalent status) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or substantially delay the Offer and the Merger or otherwise prevent the Company from performing its obligations hereunderAH. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Company or Alcoa, as the case may beAH, means such state of facts, event, change or effect that that, individually or in the aggregate, has had, had or would could reasonably be expected to have, have a material adverse effect on the business, assets, results of operations, assets operations or condition (financial condition or otherwise) of the Company AH and its SubsidiariesSubsidiaries (as hereinafter defined), taken as a wholewhole (except for any state of facts, event, change or effect (i) relating to general economic conditions in the geographic areas in which AH and its Subsidiaries operate or invest or (ii) similarly affecting persons in the industries in which AH and its Subsidiaries operate), or Alcoa that could reasonably be expected to materially impair the ability of AH or any of the Members to perform its respective obligations under this Agreement or consummate the Mergers and its Subsidiaries, taken as a whole, as the case may beother transactions contemplated hereby. The Company AH has delivered or made available to Alcoa copies of the certificate of incorporation and by-laws of the Company. Such certificate of incorporation and by-laws are KT true, complete and correct copies of AH's Certificate of Formation and Amended and Restated Operating Agreement (the "AH Organizational Documents"), which AH Organizational Documents are in full force and effect, and the Company is not in violation of any of the provisions of its certificate of incorporation or by-laws. (b) Each of the CompanyAH's Significant Subsidiaries is a corporation or other business entity limited liability company duly organized, validly existing and in good standing (or other equivalent status) under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) , has the corporate or other organizational power and authority required for it to own own, operate and lease its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted, and (ii) is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not(or other equivalent status) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on AH. AH has made available to KT true, complete and correct copies of the Company. certificate of incorporation, bylaws or other similar governing documents for each of AH's Subsidiaries, which organizational documents are in full force and effect. (c) All of the issued and outstanding shares of capital stock of, or other voting securities or ownership interests in, the CompanyAH's Subsidiaries have been validly issued and are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that nonassessable and are owned of record and beneficially by the Company AH, directly or its Subsidiariesindirectly, are free and clear of all liens, claimsencumbrances, mortgagessecurity agreements, encumbrancesequities, options, charges, pledges, security interests, equities mortgages or charges restrictions of any kind whatsoever (each, a "LienEncumbrances"). All the outstanding There are no (i) securities of AH or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock ofor other voting securities or ownership interests in any of AH's Subsidiaries, (ii) warrants, calls, options or other rights to acquire from AH or any of its Subsidiaries, or any obligations of AH or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, the Companyor any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or ownership interests in, any of AH's Subsidiaries, or (iii) obligations of AH or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of AH's Subsidiaries are wholly owned by the Companyor to issue, directly deliver or indirectlysell, except for the common stockor cause to be issued, par value $0.01 per share delivered or sold, any such securities. (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned Subsidiary d) Section 3.1(d) of the Company owns AH Disclosure Schedule sets forth a list of all Subsidiaries of AH, their respective jurisdictions of organization and the percentage equity ownership of AH (direct or indirect) in each of them. Except as set forth in Section 3.1(d) of the date hereof 84,650,000 shares. Other AH Disclosure Schedule and other than securities acquired or investments made in connection with trading activities or investments in capital market securities, in each case, in the ordinary course of business consistent with past practice, AH and its Subsidiaries do not own any securities of, or have any debt or equity investment in, or loans outstanding to, any person (other than the Subsidiaries listed in Section 3.1 of the Company Disclosure ScheduleAH). AH and its Subsidiaries are not subject to any contractual obligation under which any of them may be required to advance or contribute capital to, there are no Persons in which the Company owns, of record or beneficiallymake any loan to, any direct person or indirect equity or similar interest or any right (contingent or otherwise) to acquire the sameentity.

Organization, Qualification, Etc. (a) The Company MDC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Maryland and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company 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 jurisdictions in which the such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company or substantially delay the Offer and the Merger or otherwise prevent the Company from performing its obligations hereunderMDC. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Company MDC or AlcoaBoeing, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets operations or financial condition of the Company MDC and its SubsidiariesSubsidiaries (as defined in Section 9.11), taken as a whole, or Alcoa Boeing and its Subsidiaries, taken as a whole, as the case may be. The Company has delivered or made available to Alcoa copies of the certificate of incorporation MDC's charter and by-laws of the Company. Such certificate of incorporation and by-laws which have been delivered to Boeing are complete and correct and in full force and effect, and effect on the Company is not in violation of any of the provisions of its certificate of incorporation or by-laws. (b) date hereof. Each of the CompanyMDC's Significant Subsidiaries (as defined in Section 9.11) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) , has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted conducted, and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties property or the conduct of its business requires such qualification, except for jurisdictions in which the such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyMDC. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyMDC's Significant Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that and are owned by the Company MDC, directly or its Subsidiariesindirectly, are free and clear of all liens, claims, mortgages, charges or encumbrances, pledgesexcept for restrictions contained in credit agreements and similar instruments to which MDC is a party under which no event of default has occurred or arisen. There are no existing options, security interestsrights of first refusal, equities preemptive rights, calls or charges commitments of any kind (each, a "Lien"). All character relating to the outstanding shares of issued or unissued capital stock or other securities of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned any Significant Subsidiary of the Company owns as MDC (other than rights of the date hereof 84,650,000 shares. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedulefirst refusal, there are no Persons in which the Company owns, of record or beneficially, any direct or indirect equity preemptive rights or similar interest or any right (contingent or otherwise) rights held by MDC with respect to acquire the samecertain of such Subsidiaries).

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware and has the corporate power and authority required for it and all necessary governmental approvals to own its properties and assets and to carry on its business as it is now being conducted. The Company 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 jurisdictions in which the lack of such necessary governmental approvals or the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 9.4(b)) on the Company or substantially delay Company. The copies of the Offer and the Merger or otherwise prevent the Company from performing its obligations hereunder. As used in this Agreement, any reference to any state Restated Certificate of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Company or Alcoa, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets or financial condition Incorporation of the Company (the "Company Certificate") and its Subsidiaries, taken as a whole, or Alcoa and its Subsidiaries, taken as a whole, as the case may be. The Company has delivered or made available to Alcoa copies of the certificate of incorporation and byBy-laws of the Company. Such certificate of incorporation and byCompany (the "Company By-laws laws") that have been delivered to Parent are complete and correct and in full force and effecteffect on the date hereof, and the Company is not in violation of any of the provisions of its certificate of incorporation the Company Certificate or bythe Company By-laws. (b) Each of the Company's Significant Subsidiaries (as defined in Section 9.4(b)) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) , has the corporate or other organizational power and authority required for it and all necessary governmental approvals to own its properties and assets and to carry on its business as it is now being conducted conducted, and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties property or the conduct of its business requires such qualification, except for jurisdictions in which the lack of such necessary governmental approvals or the failure to be so qualified or to be in good standing would not, individually or 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, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that are owned by the Company or its Subsidiaries, are free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned Subsidiary of the Company owns as of the date hereof 84,650,000 shares. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule, there are no Persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.

Organization, Qualification, Etc. (a) The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the State its jurisdiction of Delaware, incorporation and has the corporate power and authority required for it and all necessary governmental approvals to own its properties and assets and to carry on its business as it is now being conducted. The Company 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 jurisdictions in which the lack of such necessary governmental approvals or the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. The copies of the Company or substantially delay Restated Certificate of Incorporation of Parent (the Offer "Parent Certificate") and the By-laws of Parent (the "Parent By-laws") and the Certificate of Incorporation and By-laws of Merger or otherwise prevent the Company from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect Sub which have been made available to the Company or Alcoa, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or Alcoa and its Subsidiaries, taken as a whole, as the case may be. The Company has delivered or made available to Alcoa copies of the certificate of incorporation and by-laws of the Company. Such certificate of incorporation and by-laws are complete and correct and in full force and effecteffect on the date hereof, and the Company neither Parent nor Merger Sub is not in violation of any of the provisions of its certificate their respective Certificate of incorporation Incorporation or byBy-laws. (b) Each of the CompanyParent's Significant Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) , has the corporate or other organizational power and authority required for it and all necessary governmental approvals to own its properties and assets and to carry on its business as it is now being conducted conducted, and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties property or the conduct of its business requires such qualification, except for jurisdictions in which the lack of such necessary governmental approvals or the failure to be so qualified or to be in good standing would not, individually or 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, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that are owned by the Company or its Subsidiaries, are free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned Subsidiary of the Company owns as of the date hereof 84,650,000 shares. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule, there are no Persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the sameParent.

Organization, Qualification, Etc. (a) The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware and has the requisite corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company 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 jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on the Company or substantially delay the Offer and the Merger or otherwise prevent the Company from performing its obligations hereunderParent. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent or the Company or AlcoaCompany, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets operations or financial condition of the Company applicable entity and its SubsidiariesSubsidiaries (as defined in Section 9.3(g)), taken as a whole, exclusive of such effects on general economic conditions or Alcoa the oil and its Subsidiariesgas or contract drilling industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes or may reasonably be expected to cause or result in actual monetary loss which exceeds $75 million, taken as a whole, as in the case may be. The Company has delivered of Parent, or made available to Alcoa copies of $7.5 million, in the certificate of incorporation and by-laws case of the Company. Such certificate The copies of incorporation Parent's Restated Certificate of Incorporation and byBy-laws which have been delivered to the Company are complete and correct and in full force and effect, and effect on the Company is not in violation of any of the provisions of its certificate of incorporation or by-laws. (b) date hereof. Each of the CompanyParent's Significant Subsidiaries (as defined in Section 9.3(f)) is a corporation or other business entity duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) , has the corporate or other organizational requisite power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted conducted, and (ii) is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its properties property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing (if applicable) would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyParent's Significant Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that and are owned by the Company Parent, directly or its Subsidiariesindirectly, are free and clear of all liens, claims, mortgages, charges or encumbrances, pledgesexcept for restrictions contained in credit agreements and similar instruments to which Parent is a party under which no event of default has occurred or arisen. There are no existing options, security interestsrights of first refusal, equities preemptive rights, calls or charges commitments of any kind (each, a "Lien"). All character relating to the outstanding shares of issued or unissued capital stock or other securities of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned any Significant Subsidiary of the Company owns as of the date hereof 84,650,000 shares. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule, there are no Persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the sameParent.

Organization, Qualification, Etc. (a) The Company is a -------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has 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. The Company 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 jurisdictions in which the failure to be so qualified or organized, existing and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company or substantially delay consummation of the Offer and the Merger transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Company or Alcoathe Parent, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets assets, liabilities or financial condition of the Company and its Subsidiaries, taken as a whole, or Alcoa the Parent and its Subsidiaries, taken as a whole, as the case may be. The Company has delivered or made available to Alcoa the Parent copies of the certificate of incorporation and by-laws or other similar organizational documents for the Company and each of the Companyits Significant Subsidiaries. Such certificate certificates of incorporation and by-laws or other organizational documents are complete and correct and in full force and effect, and neither the Company nor any of its Significant Subsidiaries is not in violation of any of the provisions of its certificate their respective certificates of incorporation or incorporation, by-laws. (b) laws or similar organizational documents. Each of the Company's Significant Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) , has the corporate or other organizational 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 (ii) 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 jurisdictions in which the failure to be so qualified or organized, existing and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that and are owned by the Company Company, directly or its Subsidiariesindirectly, are free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned Subsidiary of the Company owns as of the date hereof 84,650,000 shares. Other than the Subsidiaries listed in Section 3.1 of the Company Disclosure ScheduleSubsidiaries, there are no other Persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.

Organization, Qualification, Etc. (a) The Company is a --------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company 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 jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company or substantially delay the Offer and the Merger or otherwise prevent the Company from performing its obligations hereunderCompany. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the ----------------------- Company or AlcoaParent, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets prospects or financial condition of the Company and its SubsidiariesSubsidiaries (as defined in Section 8.12), taken as a whole, or Alcoa Parent and its Subsidiaries, taken as a whole, as the case may be, other than any change, circumstance or effect relating to (i) the - economy or securities markets in general, (ii) the industries in which the -- entity and its Subsidiaries operate and not specifically relating to the entity, (iii) the announcement, pendency or consummation of the Merger or any other --- transaction contemplated by this Agreement, or (iv) any action required to be -- taken by the entity or any of its Subsidiaries by the terms hereof; or, with respect to any such entity, any change, circumstance or event that would prevent, materially hinder or materially and unreasonably delay the consummation of the transactions contemplated by this Agreement by such entity. The Company has delivered or made available to Alcoa copies of the Company's and each Company Insurance Subsidiary's certificate of incorporation and by-laws of the Company. Such certificate of incorporation and by-laws which have been delivered to Parent are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its certificate of incorporation or by-laws. (b) . Each of the Company's Significant Subsidiaries is a corporation or other business entity partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) , has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted conducted, and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, all the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries which are corporations are validly issued, fully paid and non-assessable and all the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that are owned by the Company Company, directly or its Subsidiariesindirectly, are free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned Subsidiary of the Company owns Except as of the date hereof 84,650,000 shares. Other than the Subsidiaries listed set forth ---- in Section 3.1 3.1(a) of the Company Disclosure Schedule, there are no Persons in which 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 the Company. (b) The Company conducts its insurance operations through the Subsidiaries set forth on Section 3.1(b) of the Company ownsDisclosure Schedule (collectively, the "Company Insurance Subsidiaries"). Each of record the Company Insurance ------------------------------ Subsidiaries is (i) duly licensed or beneficiallyauthorized as an insurance company and, - where applicable, a reinsurer in its jurisdiction of incorporation, (ii) duly -- licensed or authorized as an insurance company and, where applicable, a reinsurer in each other jurisdiction where it is required to be so licensed or authorized, and (iii) duly authorized in its jurisdiction of incorporation and --- each other applicable jurisdiction to write each line of business reported as being written in the Company SAP Statements (as hereinafter defined), except, in any such case, where the failure to be so licensed or authorized, individually or in the aggregate, does not constitute and could not be reasonably expected to have a Material Adverse Effect on the Company. The Company has made all required filings under applicable insurance holding company statutes except where the failure to file, individually or in the aggregate, is not having and could not be reasonably expected to have a Material Adverse Effect on the Company. (c) Except as set forth in Section 3.1(c) of the Company Disclosure Schedule, the minutes of the Board of Directors, any direct or indirect equity or similar interest or investment committees, any right (contingent or otherwise) compensation committees, and stockholders' meetings and the stock books of the Company and the Company Insurance Subsidiaries, in each case since January 1, 1997, all of which have been previously made available to acquire the sameParent, are true and complete in all material respects.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted. The Company 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 jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company or substantially delay the Offer and the Merger or otherwise prevent the Company from performing its obligations hereunderCompany. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Company or AlcoaDCNA, as the case may be, means such state of facts, event, change or effect that is not disclosed in Section 3.1 of the Company Disclosure Schedule and that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or Alcoa DCNA and its Subsidiaries, taken as a whole, as the case may be. The Company has delivered or made available to Alcoa DCNA copies of the certificate of incorporation and by-laws of the Company. Such certificate of incorporation and by-laws are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its certificate of incorporation or by-laws. (b) Each of the Company's Significant Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Significant Subsidiaries (i) has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted and (ii) 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 jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and, with respect to such shares or ownership interests that are owned by the Company or its Subsidiaries, are free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). All Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, all the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are wholly owned by the Company, directly or indirectly, except for the common stock, par value $0.01 per share (the "Howmet Common Stock"), of Howmet International Inc. ("Howmet"), of which a wholly owned Subsidiary of the Company owns as of the date hereof 84,650,000 shares. Other than the Subsidiaries listed in Section 3.1 of 20 the Company Disclosure Schedule, there are no Persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.