Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. (a) The Representing Party is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, operate and lease all of its properties and assets and to carry on its business as it is now being 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, 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 (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect on the Representing Party and its Subsidiaries, taken as a whole. 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 a Representing Party, 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 or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole, shall not be deemed a Material Adverse Effect for purposes of this Agreement. The copies of each Representing Party's Certificate of Incorporation and Bylaws which have been delivered to the other Representing Party are complete and correct and in full force and effect. (b) Each of the Representing Party's Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of its jurisdiction of incorporation or organization, has the power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownership, operation or leasing of its

Organization, Qualification, Etc. (a) The Representing Party is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own, operate and lease all of own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted and conducted. The Representing Party is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership, operation or leasing ownership 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 (or other equivalent status) would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party and or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its Subsidiaries, taken as a wholeobligations 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 a the Representing Party, Party 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 businessfinancial condition, assets, liabilities or results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole, shall not be deemed excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate, unless, in the case of the Company, such changes or conditions have a Material Adverse Effect for purposes disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of this Agreementthe Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. The Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's Certificate certificate of Incorporation incorporation and Bylaws which have been delivered to the other Representing Party bylaws are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate of incorporation or bylaws. (b) Each of the Representing Party's Significant Subsidiaries is a corporation 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 Representing Party's Subsidiaries has the corporate power and authority required for it to own, operate and lease own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownershipownership of its properties or the conduct of its business requires such qualification, operation except for jurisdictions in which the failure to be so qualified or leasing in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party. All the outstanding shares of itscapital stock of, or other ownership interests in, the Representing Party'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 Representing Party and its Subsidiaries, are owned free and clear of all liens, claims, mortgages, encumbrances, pledges and security interests of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Representing Party's Subsidiaries are wholly owned by the Representing Party, directly or indirectly.

Organization, Qualification, Etc. (a) The Representing Party Company is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction State of its incorporation and Delaware, has the corporate power and authority and all governmental approvals required for it to own, operate and lease all of own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted and conducted. The Company is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership, operation or leasing ownership 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 (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect on the Representing Party and Company or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its Subsidiaries, taken as a wholeobligations 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 a Representing Partythe 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 businessfinancial condition, assets or results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party Company and its Subsidiaries, taken as a whole, shall not be deemed or Alcoa and its Subsidiaries, taken as a Material Adverse Effect for purposes of whole, as the case may be, excluding any such effect resulting from or arising in connection with (A) this Agreement, the transactions contemplated hereby or the announcement thereof, (B) changes or conditions generally affecting the industries in which the Company or Alcoa, as the case may be, operate (including metals or aluminum pricing) or (C) changes in general economic, regulatory or political conditions (and "material" and all other correlative terms shall have correlative meanings). The Company has delivered or made available to Alcoa copies of each Representing Party's Certificate the certificate of Incorporation incorporation and Bylaws which have been delivered to by-laws or other similar organizational documents for the other Representing Party Company. Such certificate of incorporation and by-laws are complete and correct and in full force and effect. (b) Each , and neither the Company nor any of the Representing Party's its Significant Subsidiaries is a corporation duly organizedin violation of any of the provisions of their respective certificates of incorporation, validly existing and in good standing (by-laws or other equivalent status) under the laws of its jurisdiction of incorporation or organization, has the power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownership, operation or leasing of itssimilar organizational documents.

Organization, Qualification, Etc. (a1) The Representing Party is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own, operate and lease all of own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted and conducted. The Representing Party is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership, operation or leasing ownership 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 (or other equivalent status) would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party and or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its Subsidiaries, taken as a wholeobligations 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 a the Representing Party, Party 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 businessfinancial condition, assets, liabilities or results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole, shall not be deemed excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate, unless, in the case of the Company, such changes or conditions have a Material Adverse Effect for purposes disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of this Agreementthe Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. The Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's Certificate certificate of Incorporation incorporation and Bylaws which have been delivered to the other Representing Party bylaws are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate of incorporation or bylaws. (b2) Each of the Representing Party's Significant Subsidiaries is a corporation 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 Representing Party's Subsidiaries has the corporate power and authority required for it to own, operate and lease own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownershipownership of its properties or the conduct of its business requires such qualification, operation except for jurisdictions in which the failure to be so qualified or leasing in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party. All the outstanding shares of itscapital stock of, or other ownership interests in, the Representing Party'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 Representing Party and its Subsidiaries, are owned free and clear of all liens, claims, mortgages, encumbrances, pledges and security interests of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Representing Party's Subsidiaries are wholly owned by the Representing Party, directly or indirectly.

Organization, Qualification, Etc. (a1) The Representing Party is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own, operate and lease all of own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted and conducted. The Representing Party is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership, operation or leasing ownership 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 (or other equivalent status) would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party and or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its Subsidiaries, taken as a wholeobligations 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 a the Representing Party, Party 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 businessfinancial condition, assets, liabilities or results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole, shall not be deemed excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate unless, in the case of the Company, such changes or effects have a Material Adverse Effect for purposes disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of this Agreementthe Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. The Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's Certificate certificate of Incorporation incorporation and Bylaws which have been delivered to the other Representing Party bylaws are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate of incorporation or bylaws. (b2) Each of the Representing Party's Significant Subsidiaries is a corporation 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 Representing Party's Subsidiaries has the corporate power and authority required for it to own, operate and lease own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownershipownership of its properties or the conduct of its business requires such qualification, operation except for jurisdictions in which the failure to be so qualified or leasing in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party. All the outstanding shares of itscapital stock of, or other ownership interests in, the Representing Party'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 Representing Party and its Subsidiaries, are owned free and clear of all liens, claims, mortgages, encumbrances, pledges and security interests of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Representing Party's Subsidiaries are wholly owned by the Representing Party, directly or indirectly, except for the Life Technologies Common Stock of which the Company beneficially owns as of the date hereof 18,815,447 shares. Section 3.1(b) of the Company Disclosure Schedule sets forth a list of each Subsidiary of the Company.

Organization, Qualification, Etc. (a) The Representing Party Company is a --------------------------------- corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction State of its incorporation and Delaware, has the corporate power and authority and all governmental approvals required for it to own, operate and lease all of own its properties and assets and to carry on its business as it is now being 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, operation or leasing ownership 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 organized, existing and in good standing (or other equivalent status) 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 Representing Party and Company or delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its Subsidiaries, taken as a wholeobligations 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 a Representing Partythe Company or the Parent, as the case may be, means such state of facts, event, change or effect that has had had, or would reasonably be expected to have have, a material adverse effect on the business, results of operations operations, assets, liabilities or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party Company and its Subsidiaries, taken as a whole, shall not be deemed or the Parent and its Subsidiaries, taken as a Material Adverse Effect for purposes of this Agreementwhole, as the case may be. The Company has delivered or made available to the Parent copies of the certificate of incorporation and by-laws or other similar organizational documents for the Company and each Representing Party's Certificate of Incorporation its Significant Subsidiaries. Such certificates of incorporation and Bylaws which have been delivered to the by-laws or other Representing Party organizational documents are complete and correct and in full force and effect. (b) , and neither the Company nor any of its Significant Subsidiaries is in violation of any of the provisions of their respective certificates of incorporation, by-laws or similar organizational documents. Each of the Representing PartyCompany's Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority and all governmental approvals required for it to own, operate and lease own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownershipownership of its properties or the conduct of its business requires such qualification, operation except for jurisdictions in which the failure to be so organized, existing and in good standing or leasing 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 itscapital stock of, or other ownership interests in, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). Other than the Subsidiaries, 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 Representing Party AH is a corporation limited liability company duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction of its incorporation organization and has the corporate limited liability company power and authority to own, operate and lease all of its properties and assets and to carry on its business as it is now being 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, 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 (or other equivalent status) would notcould not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Representing Party and its Subsidiaries, taken as a wholeAH. 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 a Representing PartyAH, means such state of facts, event, change or effect that that, individually or in the aggregate, has had or would could reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the businessassets, results of operations or condition (financial condition or otherwise) of the Representing Party AH and its SubsidiariesSubsidiaries (as hereinafter defined), taken as a wholewhole (except for any state of facts, shall not 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 that could reasonably be deemed a Material Adverse Effect for purposes expected to materially impair the ability of AH or any of the Members to perform its respective obligations under this AgreementAgreement or consummate the Mergers and the other transactions contemplated hereby. The AH has made available to KT true, complete and correct copies of each Representing PartyAH's Certificate of Incorporation Formation and Bylaws Amended and Restated Operating Agreement (the "AH Organizational Documents"), which have been delivered to the other Representing Party AH Organizational Documents are complete and correct and in full force and effect. (b) Each of the Representing PartyAH's Significant Subsidiaries is a corporation or 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, has the power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownership, operation or leasing of itsits 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 (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 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, AH's Subsidiaries have been validly issued and are fully paid and nonassessable and are owned of record and beneficially by AH, directly or indirectly, free and clear of all liens, encumbrances, security agreements, equities, options, charges, pledges, mortgages or restrictions of any kind whatsoever ("Encumbrances"). There are no (i) securities of AH or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or 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, or 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 or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. (d) Section 3.1(d) of the 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 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 of AH). 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, or make any loan to, any person or entity.

Organization, Qualification, Etc. (a) The Representing Party Company is a --------------------------------- corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own, operate and lease all of own its properties and assets and to carry on its business as it is now being 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, operation or leasing ownership 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 (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Representing Party and its Subsidiaries, taken as a wholeCompany. 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 a Representing Partythe ----------------------- Company or Parent, as the case may be, means such state of facts, event, change or effect that has had had, or would reasonably be expected to have have, a material adverse effect on the business, results of operations operations, prospects or financial condition of the Representing Party Company and its SubsidiariesSubsidiaries (as defined in Section 8.12), taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party Parent and its Subsidiaries, taken as a whole, shall 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 be deemed a Material Adverse Effect for purposes 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 copies of the Company's and each Representing PartyCompany Insurance Subsidiary's Certificate certificate of Incorporation incorporation and Bylaws by-laws which have been delivered to the other Representing Party Parent are complete and correct and in full force and effect. (b) . Each of the Representing PartyCompany's Significant Subsidiaries is a corporation or partnership duly organized, validly existing and in good standing (or other equivalent status) under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own, operate and lease own its properties and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownershipownership of its property or the conduct of its business requires such qualification, operation except for jurisdictions in which the failure to be so qualified or leasing in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth in Section 3.1(a) of itsthe 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 owned by the Company, directly or indirectly, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). Except as set forth ---- in Section 3.1(a) of the Company Disclosure Schedule, 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 the Company. (b) The Company conducts its insurance operations through the Subsidiaries set forth on Section 3.1(b) of the Company Disclosure Schedule (collectively, the "Company Insurance Subsidiaries"). Each of the Company Insurance ------------------------------ Subsidiaries is (i) duly licensed or authorized 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 investment committees, any 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 Parent, are true and complete in all material respects.

Organization, Qualification, Etc. (a) The Representing Party is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction of its incorporation and has the corporate power and authority required for it to own, operate and lease all of own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted and conducted. The Representing Party is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership, operation or leasing ownership 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 (or other equivalent status) would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party and or substantially delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Representing Party from performing its Subsidiaries, taken as a wholeobligations 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 a the Representing Party, Party 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 businessfinancial condition, assets, liabilities or results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole, shall not be deemed excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Representing Party and its Subsidiaries operate unless, in the case of the Company, such changes or effects have a Material Adverse Effect for purposes disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (B) changes in general economic, regulatory or political conditions, unless, in the case of this Agreementthe Company, such changes have a disproportionate effect on the Company and its Subsidiaries, taken as a whole. The Each Representing Party has made available to the other copies of its certificate of incorporation and bylaws. Such copies of each Representing Party's Certificate certificate of Incorporation incorporation and Bylaws which have been delivered to the other Representing Party bylaws are complete and correct and in full force and effect, and the Representing Party is not in violation of any of the provisions of its certificate of incorporation or bylaws. (b) Each of the Representing Party's Significant Subsidiaries is a corporation 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 Representing Party's Subsidiaries has the corporate power and authority required for it to own, operate and lease own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownershipownership of its properties or the conduct of its business requires such qualification, operation except for jurisdictions in which the failure to be so qualified or leasing in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Representing Party. All the outstanding shares of itscapital stock of, or other ownership interests in, the Representing Party'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 Representing Party and its Subsidiaries, are owned free and clear of all liens, claims, mortgages, encumbrances, pledges and security interests of any kind (each, a "Lien"). All the outstanding shares of capital stock of, or other ownership interests in, the Representing Party's Subsidiaries are wholly owned by the Representing Party, directly or indirectly, except for the Life Technologies Common Stock of which the Company beneficially owns as of the date hereof 18,815,447 shares. Section 3.1(b) of the Company Disclosure Schedule sets forth a list of each Subsidiary of the Company.

Organization, Qualification, Etc. (a) The Representing Party Company is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction State of its incorporation and Delaware, has the corporate power and authority required for it to own, operate and lease all of own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted and conducted. The Company is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership, operation or leasing ownership 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 (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect on the Representing Party and its Subsidiaries, taken as a wholeCompany. 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 a Representing Partythe Company or DCNA, 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 had, or would reasonably be expected to have have, a material adverse effect on the business, results of operations operations, assets or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party Company and its Subsidiaries, taken as a whole, shall not be deemed or DCNA and its Subsidiaries, taken as a Material Adverse Effect for purposes of this Agreementwhole, as the case may be. The Company has delivered or made available to DCNA copies of each Representing Party's Certificate the certificate of Incorporation incorporation and Bylaws which have been delivered to by-laws of the other Representing Party 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 Representing PartyCompany's Significant Subsidiaries is a corporation or other business entity 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 Subsidiaries (i) has the corporate or other organizational power and authority required for it to own, operate and lease own 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 ownershipownership of its properties or the conduct of its business requires such qualification, operation except for jurisdictions in which the failure to be so qualified or leasing in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of itscapital 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"). 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. 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.

Organization, Qualification, Etc. (a) The Representing Party Quaker State is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction State of its incorporation and Delaware, has the corporate all requisite power and authority to own, lease and operate and lease all of its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted and is duly qualified and licensed to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership, operation ownership or leasing of its properties or assets property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing (or other equivalent status) would notstanding, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the Representing Party and its Subsidiaries, taken as a whole. 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 a Representing Party, 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 or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole, shall not be deemed a Material Adverse Effect for purposes of this AgreementQuaker State. The copies of each Representing Party's the Quaker State Certificate of Incorporation and Bylaws which have been delivered to included as part of Section 5.1 of the other Representing Party Quaker State Disclosure Schedule are complete and correct and in full force and effect. (b) effect on the date hereof. Each of the Representing PartyQuaker State's Significant Subsidiaries is a corporation or (as indicated in Section 5.1 of the Quaker State Disclosure Schedule) other legal entity duly organized, validly existing and and, to the extent such concept or similar concept exists in the relevant jurisdiction, in good standing (or other equivalent status) under the laws of its the state or other jurisdiction of its incorporation or other organization, has the all requisite power and authority to own, lease and 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 is duly qualified and licensed to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownership, operation ownership or leasing of itsits property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or to be in good standing, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Quaker State. All of the Subsidiaries of Quaker State and their respective jurisdictions of incorporation or organization (together with a designation of those Subsidiaries constituting Significant Subsidiaries of Quaker State) are identified in Section 5.1 of the Quaker State Disclosure Schedule.

Organization, Qualification, Etc. (a) The Representing Party Company is a -------------------------------- corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of the jurisdiction State of its incorporation and Delaware, has the corporate power and authority and all governmental approvals required for it to own, operate and lease all of own its properties and assets and to carry on its business as it is now being 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, operation or leasing ownership 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 organized, existing and in good standing (or other equivalent status) 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 Representing Party and Company or delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its Subsidiaries, taken as a wholeobligations 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 a Representing Partythe Company or the Parent, as the case may be, means such state of facts, event, change or effect that has had had, or would reasonably be expected to have have, a material adverse effect on the business, results of operations operations, assets, liabilities or financial condition of the Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party Company and its Subsidiaries, taken as a whole, shall not be deemed or the Parent and its Subsidiaries, taken as a Material Adverse Effect for purposes of this Agreementwhole, as the case may be. The Company has delivered or made available to the Parent copies of the certificate of incorporation and by-laws or other similar organizational documents for the Company and each Representing Party's Certificate of Incorporation its Significant Subsidiaries. Such certificates of incorporation and Bylaws which have been delivered to the by-laws or other Representing Party organizational documents are complete and correct and in full force and effect. (b) , and neither the Company nor any of its Significant Subsidiaries is in violation of any of the provisions of their respective certificates of incorporation, by-laws or similar organizational documents. Each of the Representing PartyCompany's Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority and all governmental approvals required for it to own, operate and lease own its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownershipownership of its properties or the conduct of its business requires such qualification, operation except for jurisdictions in which the failure to be so organized, existing and in good standing or leasing 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 itscapital stock of, or other ownership interests in, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). Other than the Subsidiaries, 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.