Common use of Organization; Qualification Clause in Contracts

Organization; Qualification. (a) ETE is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited partnership power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Date.

Organization; Qualification. (a) ETE Seller is a limited partnership corporation duly formedorganized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite limited partnership corporate power and authority to own, lease lease, and operate its properties the Purchased Assets and to carry on its business the Business as it is now being presently conducted, and . Seller is duly qualified, registered qualified or licensed to do business as a foreign entity corporation and is in good standing in each jurisdiction in which the property ownedconduct of the Business, leased or operated by it or the nature ownership or operation of the business conducted any Purchased Assets, by it Seller makes such qualification necessary, except where the failure for failures to be so duly qualified, registered qualified or licensed and in good standing would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to result in a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a partyEffect. (b) Each of the Citrus Parties Limited Partner is duly formed, validly a limited liability company existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and Delaware. Limited Partner is duly qualified, registered qualified or licensed to do business as a foreign entity limited liability company and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature activity of the business conducted by it Limited Partner in such jurisdiction thereby makes such qualification necessary. Limited Partner has not, except where and at the failure to be so duly qualified, registered or licensed and in good standing would Closing will not reasonably be expected to have, individually any assets or liabilities other than, the limited partnership interests in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction DocumentsCompanies. (c) ETE has made available to ETP true and complete copies When formed, the Companies will be limited partnerships existing in good standing under the laws of Delaware. At the Closing, each of the Organizational Documents Companies will be duly qualified or licensed to do business as a foreign limited partnership and in good standing in each jurisdiction in which the activity of such Company in such jurisdiction thereby makes such qualification necessary. At the Closing, neither of the Citrus Parties in its possession as in effect on Companies will have operated a business prior to the Execution Datetransfer and assumption hereunder of, and neither will have any assets or liabilities other than, the Purchased Assets and the Assumed Obligations.

Organization; Qualification. (a) ETE CCE is a limited partnership liability company duly formedorganized, validly existing and duly qualified or licensed and in good standing under the laws of the State state or jurisdiction of Delaware its formation and has all requisite limited partnership corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being currently conducted, and . CCE is duly qualified, registered qualified or licensed to do business as a foreign entity limited liability company, and is is, and has been, in good standing in each jurisdiction in which the property owned, leased or operated by it nature of its business or the nature of the business conducted by property it makes such qualification necessaryowns, leases or operates requires it to so qualify, be licensed or be in good standing, except where the failure for such failures to be so duly qualified, registered licensed or licensed and in good standing that would not reasonably be expected to have, individually or in the aggregate, have a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation Effect. The CCE LLC Agreement is a legal, valid and binding agreement of the transactions contemplated parties specified as parties thereto, enforceable against the parties thereto in accordance with its terms, except that such enforceability may be limited by the Transaction Documents applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to which ETE is, enforcement of creditors’ rights generally or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a partygeneral principles of equity. (b) Each of the Citrus Parties is CC Energy, TW Holdings and TPC are limited liability companies duly formedorganized, validly existing and duly qualified or licensed and in good standing under the laws of the State state or jurisdiction of Delaware their respective formation and has have all requisite power and authority limited liability company power, as applicable, to own, lease and operate its their respective properties and to carry on their respective businesses as currently conducted. True and correct copies of the Organizational Documents of TPC with all amendments thereto to the date hereof, have been made available by CCE to ETP or its business as it is now being conductedrepresentatives. CC Energy, TW Holdings and is TPC are each duly qualified, registered qualified or licensed to do business as a foreign entity limited liability companies and is are, and have been, in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business respective businesses conducted by it makes such qualification necessarythem or the property they own, lease or operate requires them to so qualify, be licensed or be in good standing except where the failure to be so duly qualifiedauthorized, registered qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, have a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation Effect. Section 3.1(b) of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true and complete copies CCE Disclosure Letter sets forth all of the Organizational Documents of the Citrus Parties jurisdictions in its possession as in effect on the Execution Datewhich TPC is qualified to do business.

Organization; Qualification. (a) ETE Each of the Partnership Entities (i) is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly incorporated or formed, as the case may be, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, (ii) has all requisite legal and corporate or other entity power and authority, as the case may be, to own, lease and operate its properties and to conduct its businesses as currently owned and conducted, (iii) has all material governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and to conduct its businesses as currently owned and conducted, and (iv) is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties requires it to so qualify, except with respect to clauses (iii) and (iv) for circumstances that, individually or in the aggregate, would not reasonably be expected to have a Partnership Material Adverse Effect. (b) Lehigh GP (i) is a limited partnership liability company duly formed, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware, (ii) has all requisite legal and limited partnership liability company power and authority to own, lease and operate its properties and to carry on conduct its business businesses as it is now being currently owned and conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (biii) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power material governmental licenses, authorizations, permits, consents and authority approvals required to own, lease and operate its properties and to carry on conduct its business as it is now being currently owned and conducted, and (iv) is duly qualified, registered or licensed qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or where the nature of the business conducted by it makes such qualification necessaryor the ownership or leasing of its properties requires it to so qualify, except where the failure with respect to be so duly qualified, registered or licensed clauses (iii) and in good standing would not reasonably be expected to have(iv) for circumstances that, individually or in the aggregate, would not reasonably be expected to have a Citrus Parties GP Material Adverse Effect or to prevent or materially delay the consummation Effect. Schedule 3.1(b) sets forth all of the transactions contemplated by the Transaction Documentsjurisdictions in which Lehigh GP is qualified to do business. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Date.

Organization; Qualification. Each of the Company and its Subsidiaries is (ai) ETE is a limited partnership legal entity duly formed, organized and validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and (ii) has all the requisite limited partnership corporate or similar power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to carry on its business as it is now being conductedbe so validly existing and authorized has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect or to prevent or materially delay Effect. The Company’s Amended and Restated Certificate of Incorporation (the consummation “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), each as amended as of the transactions contemplated by date of this Agreement, have been made available to Parent and are in full force and effect, and the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each Company is not in violation of any of the Citrus Parties is duly formed, validly existing and in good standing under the laws provisions thereof. No Subsidiary of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and Company is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature violation of any of the business conducted by it makes such qualification necessaryprovisions of its organizational or governing documents, except where the failure to be so duly qualifiedsuch violation has not been, registered or licensed and in good standing would not reasonably be expected to havebe, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documentswhole. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Date.

Organization; Qualification. (aSection 4.07(b) ETE of the Company Disclosure Letter identifies each Company Subsidiary and indicates its jurisdiction of organization. Each Company Subsidiary is a limited partnership corporation or other business entity duly formedincorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of the State its jurisdiction of Delaware incorporation or organization and has all requisite limited partnership full corporate or other organizational power and authority required to carry on its business as currently conducted and to own, lease and operate its the assets and properties that it purports to own, lease and operate and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the any failure to be so duly qualifiedthereof (A) has not had, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect or (B) would reasonably be expected to prevent prevent, materially impede or materially delay the consummation of the transactions contemplated by Transactions on a timely basis and in any event on or before the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) End Date. Each of the Citrus Parties such Company Subsidiary is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed qualified to do business as a foreign entity and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes where such qualification is necessary, except for those jurisdictions where the failure to be so duly qualified, registered qualified or licensed and in good standing (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect or (B) would reasonably be expected to prevent prevent, materially impede or materially delay the consummation of the transactions contemplated by Transactions on a timely basis and in any event on or before the Transaction Documents. (c) ETE End Date. The Company has made available Made Available to ETP true Parent complete and complete correct copies of the Organizational Documents certificate of incorporation and bylaws (or similar organizational documents) of each Company Subsidiary. No Company Subsidiary is in violation of its charter, bylaws or other similar organizational documents, except for such violations that (A) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (B) would reasonably be expected to prevent, materially impede or materially delay the consummation of the Citrus Parties Transactions on a timely basis and in its possession as in effect any event on or before the Execution End Date.

Organization; Qualification. (a) ETE The Company is a limited partnership corporation duly formedorganized, validly existing and in good standing under the laws Laws of Delaware. Each Significant Subsidiary is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its respective jurisdiction of organization. Each Subsidiary other than a Significant Subsidiary is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its respective jurisdiction of organization except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each of the State of Delaware Company and its Subsidiaries has all requisite corporate, partnership, limited partnership liability company or other entity power and authority to own, lease and operate its properties and to carry on its business as it presently conducted by it, except where the failure to have such power or authority would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) Each of the Company and its Subsidiaries is now being conducted, and is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing (where such concept is recognized under applicable Law) as a foreign corporation (or other legal entity) in each jurisdiction in which the property owned, leased or operated by it or where the nature of its business or the business conducted by it makes ownership, leasing or operation of its properties requires such qualification necessaryor licensing, except where the failure to be so duly qualified, registered licensed or licensed and in good standing would not reasonably be expected to havenot, individually or in the aggregate, a Citrus Parties Material Adverse Effect have or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, have a Citrus Parties Company Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE Effect. The Company has made available to ETP true Parent complete and complete correct copies of the Organizational Documents of the Citrus Parties Company and each of its Significant Subsidiaries, each as amended to date, and each as so made available is in full force and effect. A list of the Company’s Significant Subsidiaries is set forth in Section 4.01(b) of the Company Disclosure Schedule. Neither the Company nor any Significant Subsidiary is in violation of its possession as in effect on the Execution DateOrganizational Documents.

Organization; Qualification. (a) ETE The Representing Party is a limited partnership corporation duly formedorganized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has all requisite limited partnership the corporate power and authority required for it to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, and . The Representing Party is duly qualified, registered or licensed qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it ownership of its properties or the nature conduct of the its business conducted by it makes requires such qualification necessaryqualification, except where for jurisdictions in which the failure to be so duly qualified, registered qualified or licensed and in good standing would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Citrus Parties Material Adverse Effect on the Representing Party or to prevent or materially substantially delay the consummation of the transactions contemplated by this Agreement or otherwise prevent the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform Representing Party from performing its obligations under the Transaction Documents to which it is, or will be, a partyhereunder. (b) Each of the Citrus Parties Representing Party's Subsidiaries is listed in Section 3.1 of the Representing Party's Disclosure Schedule and is a corporation duly formedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the State of Delaware and Representing Party's Subsidiaries has all requisite the corporate power and authority required for it to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified, registered or licensed qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it ownership of its properties or the nature conduct of the its business conducted by it makes requires such qualification necessaryqualification, except where for jurisdictions in which the failure to be so duly qualified, registered qualified or licensed and in good standing would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Citrus Parties Material Adverse Effect on the Representing Party, taken as a whole. All the outstanding shares of capital 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 prevent such shares or materially delay the consummation of the transactions contemplated ownership interests that are owned by the Transaction DocumentsRepresenting Party and its Subsidiaries, are owned free and clear of all liens, claims, mortgages, encumbrances, pledges and security interests of any kind. 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. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Date.

Organization; Qualification. (a) ETE Each of Caliber GP and Caliber Sub is a limited partnership liability company duly formed, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited partnership liability company power and authority to own, lease lease, license, use and operate its properties and assets and to carry on its business as it is now being conductedbusiness, and is duly qualified, registered or licensed to do business as a foreign entity limited liability company and is in good standing in each jurisdiction in which the property or other assets owned, leased leased, licensed, used or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing as a foreign limited liability company would not reasonably be expected to havenot, individually or in the aggregate, be material to the Caliber Entities (taken as a Citrus Parties Material Adverse Effect whole), the Proposed Business or to prevent or materially delay the consummation of the transactions contemplated performance by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its Caliber Entities of their obligations under the Transaction Documents to which it is, or will be, a partyDocuments. (b) Each of the Citrus Parties Caliber Partners is a limited partnership duly formed, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited partnership power and authority to own, lease lease, license, use and operate its properties and assets and to carry on its business as it is now being conductedbusiness, and is duly qualified, registered or licensed to do business as a foreign entity limited partnership and is in good standing in each jurisdiction in which the property or other assets owned, leased leased, licensed, used or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing as a foreign limited partnership would not reasonably be expected to havenot, individually or in the aggregate, be material to the Caliber Entities (taken as a Citrus Parties Material Adverse Effect whole), the Proposed Business or to prevent or materially delay the consummation performance by the Caliber Entities of the transactions contemplated by their obligations under the Transaction Documents. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Date.

Organization; Qualification. (a) ETE Such Stockholder, if it is an individual, has all legal capacity to enter into this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. (b) Such Stockholder, if it is a limited partnership corporation or other legal entity, (i) is duly formedorganized, validly existing and and, if applicable, in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation or formation and has all the requisite limited partnership power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualifiedorganized, registered or licensed and existing or, if applicable, in good standing or to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, this Agreement or will be, a party otherwise prevent or to materially impair ETE’s ability to perform delay such Stockholder from performing its obligations under the Transaction Documents to which it is, or will be, a party. this Agreement and (bii) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered qualified or licensed to do business as a foreign entity corporation to do business, and is is, if applicable, in good standing standing, in each jurisdiction in which where the property character of the properties owned, leased or operated by it such Stockholder or the nature of the its business conducted by it makes such qualification or licensing necessary, except where the failure for such failures to be so duly qualified, registered qualified or licensed and and, if applicable, in good standing that would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documentsthis Agreement or otherwise prevent or materially delay such Stockholder from performing its obligations under this Agreement. (c) ETE Such Stockholder, if it is a corporation, has made available heretofore furnished to ETP true Parent and Purchaser a complete copies and correct copy of the Organizational Documents certificate of incorporation and the by-laws or equivalent organizational documents, each as amended to date, of such Stockholder. Such Stockholder, if it is a trust, has heretofore furnished to Parent and Purchaser a complete and correct copy of the Citrus Parties trust agreement or equivalent agreement, as amended to date, of such Stockholder. Such certificates of incorporation, by-laws or equivalent organizational documents and any of the provisions of such certificate of incorporation, by-laws or equivalent organizational documents are in full force and effect. Such Stockholder is not in violation of any 11 8 of the provisions of its possession as in effect on the Execution Datecertificate of incorporation, by-laws or equivalent organizational documents.

Organization; Qualification. (a) ETE Each of the Company and each of its Subsidiaries is a limited partnership legal entity duly formed, organized and validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and has all the requisite limited partnership corporate or similar power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to carry on its business as it is now being conductedbe so validly existing and authorized (a) has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. Each of the Company and each of its Subsidiaries is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. and (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to haveto, individually or in the aggregate, a Citrus Parties Material Adverse Effect impair in any material respect the ability of the Company to perform its obligations under this Agreement or to prevent or materially delay consummate the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true Merger. Accurate and complete copies of the Organizational Documents Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated By-Laws (the “Bylaws”), each as amended through the date of this Agreement, have been made available to Parent prior to the date of this Agreement. Such Certificate of Incorporation and Bylaws are currently in effect, and the Company is not in violation of any of the Citrus Parties in its possession as in effect on the Execution Dateprovisions thereof.

Organization; Qualification. (a) ETE Each of Parent and Merger Sub is a limited partnership corporation duly formed, organized and validly existing and in good standing under the laws of the State of Delaware and has all the requisite limited partnership corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to carry on its business as it is now being conductedbe so validly existing and authorized (a) has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole, and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. Each of Parent and Merger Sub is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Parent Material Adverse Effect and (b) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true this Agreement. Accurate and complete copies of the Parent Organizational Documents of the Citrus Parties in its possession Documents, as in effect on the Execution Datedate of this Agreement, have been made available to the Company prior to the date of this Agreement. The Parent Organizational Documents are currently in effect, and neither Parent nor Merger Sub, as applicable, is in violation of any of the provisions thereof.

Organization; Qualification. (a) ETE Each of the Parent and the Merger Sub is a limited partnership legal entity duly formedorganized, validly existing existing, and in good standing (where applicable or recognized) under the laws of the State jurisdiction of Delaware its incorporation, and has all the requisite limited partnership corporate or similar power and authority to conduct its business as it is currently being conducted and to own, lease lease, and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to carry on its business as it is now being conductedbe so duly organized, validly existing, and in good standing, or to have such power and authority (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (b) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. Each of the Parent and the Merger Sub is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing (where applicable or recognized) in each jurisdiction in which the character or location of the property owned, leased leased, or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and or in good standing (i) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Parent Material Adverse Effect and (ii) would not reasonably be expected to, individually or to in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true this Agreement. Accurate and complete copies of the Organizational Documents of the Citrus Parties in its possession Parent, as in effect on the Execution Datedate of this Agreement, have been made available to the Company prior to the date of this Agreement. The Organizational Documents of the Parent are currently in effect, and neither the Parent nor the Merger Sub, as applicable, is in violation in any material respect of any of the provisions thereof.

Organization; Qualification. (a) ETE The Purchaser is a limited partnership legal entity duly formedorganized, validly existing existing, and in good standing (where applicable or recognized) under the laws of the State jurisdiction of Delaware its incorporation, and has all the requisite limited partnership corporate or similar power and authority to conduct its business as it is currently being conducted and to own, lease lease, and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to carry on its business as it is now being conductedbe so duly organized, validly existing, and in good standing, or to have such power and authority (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (b) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. The Purchaser is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing (where applicable or recognized) in each jurisdiction in which the character or location of the property owned, leased leased, or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and or in good standing (i) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Parent Material Adverse Effect and (ii) would not reasonably be expected to, individually or to in the aggregate, prevent or materially delay the consummation of any of the Merger and the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true this Agreement. Accurate and complete copies of the Organizational Documents of the Citrus Parties in its possession Purchaser, as in effect on the Execution Datedate of this Agreement, have been made available to the Company prior to the date of this Agreement. The Organizational Documents of the Purchaser are currently in effect, and the Purchaser is not in violation in any material respect of any of the provisions thereof.

Organization; Qualification. (aSection 4.07(b) ETE of the Lafite Disclosure Letter identifies each Subsidiary of Lafite and indicates its jurisdiction of organization. Each such Subsidiary is a limited partnership corporation or other business entity duly formedincorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of the State its jurisdiction of Delaware incorporation or organization and has all requisite limited partnership full corporate or other organizational power and authority required to carry on its business as currently conducted and to own, lease and operate its the assets and properties that it purports to own, lease and operate and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the any failure to be so duly qualifiedthereof has not had, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Lafite Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Effect. Each of the Citrus Parties such Subsidiary is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed qualified to do business as a foreign entity and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes where such qualification is necessary, except for those jurisdictions where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Lafite Material Adverse Effect or Effect. Lafite has Made Available to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true Tempranillo complete and complete correct copies of the Organizational Documents certificate of incorporation and bylaws (or similar organizational documents) of each of its Subsidiaries. No Subsidiary of Lafite is in violation of its charter, bylaws or other similar organizational documents, except for such violations that would not reasonably be expected to have, individually or in the Citrus Parties in its possession as in effect on the Execution Dateaggregate, a Lafite Material Adverse Effect.

Organization; Qualification. (a) ETE Each of the Company and each of its Subsidiaries is a limited partnership legal entity duly formedorganized, validly existing and in good standing (where applicable or recognized) under the laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and has all the requisite limited partnership corporate or similar power and authority to conduct its business as it is currently being conducted and to own, lease and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to carry on its business as it is now being conductedbe so duly organized, validly existing and in good standing, or to have such power and authority (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (b) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. Each of the Company and each of its Subsidiaries is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing (where applicable or recognized) in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and or in good standing (i) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect and (ii) would not reasonably be expected to, individually or to in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each this Agreement. An accurate and complete copy of the Citrus Parties is duly formedCompany’s memorandum of association and articles of association (collectively, validly existing the “Articles of Association”), currently in effect and in good standing under as amended through the laws date of the State of Delaware and this Agreement, has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has been made available to ETP true Parent prior to the date of this Agreement. Such Articles of Association are currently in effect, and complete copies the Company is not in violation in any material respect of any of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Dateprovisions thereof.

Organization; Qualification. (a) ETE Such Stockholder, if it is an 5 5 individual, has all legal capacity to enter into this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. (b) Such Stockholder, if it is a limited partnership corporation or other legal entity, (i) is duly formedorganized, validly existing and and, if applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation and has all the requisite limited partnership power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualifiedorganized, registered or licensed and existing or, if applicable, in good standing or to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, this Agreement or will be, a party otherwise prevent or to materially impair ETE’s ability to perform delay such Stockholder from performing its obligations under the Transaction Documents to which it is, or will be, a party. this Agreement and (bii) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered qualified or licensed to do business as a foreign entity corporation to do business, and is is, if applicable, in good standing standing, in each jurisdiction in which where the property character of the properties owned, leased or operated by it such Stockholder or the nature of the its business conducted by it makes such qualification or licensing necessary, except where the failure for such failures to be so duly qualified, registered qualified or licensed and and, if applicable, in good standing that would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documentsthis Agreement or otherwise prevent or materially delay such Stockholder from performing its obligations under this Agreement. (c) ETE Such Stockholder, if it is a corporation, has made available heretofore furnished to ETP true Parent and Purchaser a complete copies and correct copy of the Organizational Documents certificate of incorporation and the by-laws or equivalent organizational documents, each as amended to date, of such Stockholder. Such Stockholder, if it is a trust, has heretofore furnished to Parent and Purchaser a complete and correct copy of the Citrus Parties trust agreement or equivalent agreement, as amended to date, of such Stockholder. Such certificates of incorporation, by-laws or equivalent organizational documents and any of the provisions of such certificate of incorporation, by-laws or equivalent organizational documents are in full force and effect. Such Stockholder is not in violation of any of the provisions of its possession as in effect on the Execution Datecertificate of incorporation, by-laws or equivalent organizational documents.

Organization; Qualification. (a) ETE The Company is a limited partnership corporation duly formedorganized, validly existing and in good standing under the laws of the State Commonwealth of Delaware Pennsylvania and has all requisite limited partnership the corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for 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. 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 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, assets or financial condition of the Company and its Subsidiaries (as defined below), taken as a whole, or Parent and its Subsidiaries, taken as a whole, as the case may be. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to carry on its business as it is now being conducted, and is duly qualified, registered or licensed qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature conduct of the its business conducted by it makes requires such qualification necessaryqualification, except where for jurisdictions in which the failure to be so duly qualified, registered qualified or licensed and in good standing would not reasonably be expected to havenot, individually or in the aggregate, have a Citrus Parties Material Adverse Effect on the Company. All outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries (i) are validly issued, fully paid and non-assessable, (ii) except for director qualifying shares and minimum shareholder requirements or as may be required under applicable foreign laws, are owned by the Company, directly or indirectly, and (iii) to prevent the extent owned by the Company, directly or materially delay indirectly, are free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a "Lien"). There are no existing options, rights of first refusal, preemptive rights, calls, claims or commitments of any character relating to the consummation issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessaryCompany, except where the failure to for director qualifying shares and minimum shareholder requirements or as may be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documentsrequired under applicable foreign laws. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Date.

Organization; Qualification. (a) ETE Stockholder, if it is --------------------------- an individual, has all legal capacity to enter into this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. (b) Stockholder, if it is a limited partnership corporation or other legal entity, (i) is duly formedorganized, validly existing and and, if applicable, in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation or formation and has all the requisite limited partnership power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualifiedorganized, registered or licensed and existing or, if applicable, in good standing or to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, this Agreement or will be, a party otherwise prevent or to materially impair ETE’s ability to perform delay Stockholder from performing its obligations under the Transaction Documents to which it is, or will be, a party. this Agreement and (bii) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered qualified or licensed to do business as a foreign entity corporation to do business, and is is, if applicable, in good standing standing, in each jurisdiction in which where the property character of the properties owned, leased or operated by it Stockholder or the nature of the its business conducted by it makes such qualification or licensing necessary, except where the failure for such failures to be so duly qualified, registered qualified or licensed and and, if applicable, in good standing that would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documentsthis Agreement or otherwise prevent or materially delay Stockholder from performing its obligations under this Agreement. (c) ETE Stockholder, if it is a corporation or other legal entity, has made available heretofore furnished to ETP true Parent and Purchaser a complete copies and correct copy of the Organizational Documents certificate of incorporation and the by-laws or equivalent organizational documents, each as amended to date, of Stockholder. Stockholder, if it is a trust, has heretofore furnished to Parent and Purchaser a complete and correct copy of the Citrus Parties trust agreement or equivalent agreement, as amended to date, of Stockholder. Such certificates of incorporation, by-laws or equivalent organizational documents and any of the provisions of such certificate of incorporation, by-laws or equivalent organizational documents are in full force and effect. Stockholder is not in violation of any of the provisions of its possession as in effect on the Execution Datecertificate of incorporation, by-laws or equivalent organizational documents.

Organization; Qualification. (a) ETE The Company is a limited partnership legal entity duly formed, organized and validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation and has all the requisite limited partnership corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and to carry on assets in the manner in which its business as it is now being conducted, properties and assets are currently operated. The Company is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect or to prevent or materially delay Effect. The Company’s Third Amended and Restated Certificate of Incorporation (the consummation “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), each as amended as of the transactions contemplated by date of this Agreement, have been made available to Parent and are in full force and effect, and the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under Company is not in violation of any of the Transaction Documents to which it is, or will be, a partyprovisions thereof. (b) Each of the Citrus Parties Company’s Subsidiaries is a legal entity duly formed, organized and validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and has all the requisite corporate or similar power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and to carry on assets in the manner in which its business as it is now being conducted, properties and assets are currently operated. Each of the Company’s Subsidiaries is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect Effect. Except as (i) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and (ii) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement, the Transaction Documents. (c) ETE has made available to ETP true and complete copies organizational or governing documents of each of the Organizational Documents Company’s Subsidiaries are in full force and effect, and none of the Citrus Parties Company’s Subsidiaries is in its possession as in effect on violation of any of the Execution Daterespective provisions thereof.

Organization; Qualification. (a) ETE Each of Parent and Merger Sub is a limited partnership legal entity duly formedorganized, validly existing and in good standing (where applicable or recognized) under the laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and has all the requisite limited partnership corporate or similar power and authority to conduct its business as it is currently being conducted and to own, lease and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to carry on its business as it is now being conductedbe so duly organized, validly existing and in good standing, or to have such power and authority (a) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (b) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. Each of Parent and Merger Sub is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing (where applicable or recognized) in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and or in good standing (i) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Parent Material Adverse Effect and (ii) would not reasonably be expected to, individually or to in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true this Agreement. Accurate and complete copies of the Parent Organizational Documents of the Citrus Parties in its possession Documents, as in effect on the Execution Datedate of this Agreement, have been made available to the Company prior to the date of this Agreement. The Parent Organizational Documents are currently in effect, and neither Parent nor Merger Sub, as applicable, is in violation in any material respect of any of the provisions thereof.

Organization; Qualification. (a) ETE The Company is (i) a limited partnership corporation duly formed, organized and validly existing and in good standing under the laws Laws of the State of Delaware and has all the requisite limited partnership corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and to carry on assets in the manner in which its business as it is now being conducted, properties and is assets are currently operated and (ii) duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect or to prevent or materially delay Effect. The Company’s Certificate of Incorporation (the consummation “Certificate of Incorporation”) and Bylaws (the “Bylaws”), each as amended as of the transactions contemplated by date of this Agreement, have been made available to Parent and are in full force and effect, and the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under Company is not in violation of any of the Transaction Documents to which it is, or will be, a partyprovisions thereof. (b) Each of the Citrus Parties Company’s Subsidiaries is (i) a legal entity duly formed, organized and validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and has all the requisite corporate or similar power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and to carry on assets in the manner in which its business as it is now being conducted, properties and is assets are currently operated and (ii) duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect Effect. Except as has not had, and would not reasonably be expected to have, individually or to prevent in the aggregate, a Company Material Adverse Effect, the organizational or materially delay the consummation governing documents of each of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true Company’s Subsidiaries are in full force and complete copies effect, and none of the Organizational Documents Company’s Subsidiaries is in violation of any of the Citrus Parties in its possession as in effect on the Execution Daterespective provisions thereof.

Organization; Qualification. (a) ETE The Company is a limited partnership legal entity duly formed, organized and validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation and has all the requisite limited partnership corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and to carry on assets in the manner in which its business as it is now being conducted, properties and assets are currently operated. The Company is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect or to prevent or materially delay Effect. The Company’s Third Amended and Restated Certificate of Incorporation (the consummation “Certificate of Incorporationˮ) and Amended and Restated Bylaws (the “Bylawsˮ), each as amended as of the transactions contemplated by date of this Agreement, have been made available to Parent and are in full force and effect, and the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under Company is not in violation of any of the Transaction Documents to which it is, or will be, a partyprovisions thereof. (b) Each of the Citrus Parties Company’s Subsidiaries is a legal entity duly formed, organized and validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and has all the requisite corporate or similar power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and to carry on assets in the manner in which its business as it is now being conducted, properties and assets are currently operated. Each of the Company’s Subsidiaries is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect Effect. Except as (i) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and (ii) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement, the Transaction Documents. (c) ETE has made available to ETP true and complete copies organizational or governing documents of each of the Organizational Documents Company’s Subsidiaries are in full force and effect, and none of the Citrus Parties Company’s Subsidiaries is in its possession as in effect on violation of any of the Execution Daterespective provisions thereof.

Organization; Qualification. (a) ETE Each of Parent and Acquisition is a limited partnership corporation or other entity duly formedorganized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has all requisite limited partnership corporate or other power and authority to own, own or lease and operate its properties and assets and to carry on its business as it is now being conducted. Parent has heretofore made available to the Company accurate and complete copies of the articles or certificate of incorporation and bylaws, as currently in effect, of Parent and Acquisition. Parent and each of its Subsidiaries is duly qualified, registered qualified or licensed and in good standing to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified, registered qualified or licensed and in good standing would not reasonably be expected to havenot, individually or in the aggregate, have a Citrus Parties Parent Material Adverse Effect Effect. As used herein, "Parent Material Adverse Effect" shall mean any event, circumstance, change or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not reasonably be expected to haveeffect, individually or in the aggregate, that has had or is reasonably likely to have a Citrus Parties material adverse effect on (i) the business, operations, properties, assets, condition (financial or other) or operating results of Parent or its Subsidiaries, taken as a whole or (ii) the ability of Parent to perform its obligations under this Agreement; provided that (x) changes in the general economy or in the financial markets and (y) any change, circumstance or event contemplated by this Agreement, shall not, in and of themselves, constitute a Parent Material Adverse Effect. Without limiting the generality of the foregoing, a Parent Material Adverse Effect shall include any event, circumstance, change or effect, individually or in the aggregate, that is reasonably likely to prevent (i) substantially impede Parent and its Subsidiaries, taken as a whole, from (A) entering into Contracts with the United States government or materially delay any department or agency thereof or (B) obtaining or retaining any security clearances reasonably necessary for the consummation performance of existing material Contracts with the transactions contemplated United States government or any department or agency thereof, or (ii) result in the suspension or debarment of Parent or any of its Subsidiaries by the Transaction DocumentsUnited States government or any department or agency thereof. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Date.

Organization; Qualification. (a) ETE The Company is a limited partnership corporation duly formed, organized and validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation and has all the requisite limited partnership corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and to carry on assets in the manner in which its business as it is now being conducted, properties and assets are currently operated. The Company is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect or to prevent or materially delay Effect. The Company’s Amended and Restated Certificate of Incorporation (the consummation “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), each as amended as of the transactions contemplated by date of this Agreement, have been made available to Parent and are in full force and effect, and the Transaction Documents to which ETE is, or will be, a party or to materially impair ETE’s ability to perform its obligations under Company is not in violation of any of the Transaction Documents to which it is, or will be, a partyprovisions thereof. (b) Each of the Citrus Parties Company’s Subsidiaries is a legal entity duly formed, organized and validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and has all the requisite corporate or similar power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and to carry on assets in the manner in which its business as it is now being conducted, properties and assets are currently operated. Each of the Company’s Subsidiaries is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, registered qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Company Material Adverse Effect Effect. Except as (i) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and (ii) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement, the Transaction Documents. (c) ETE has made available to ETP true and complete copies organizational or governing documents of each of the Organizational Documents Company’s Subsidiaries are in full force and effect, and none of the Citrus Parties Company’s Subsidiaries is in its possession as in effect on violation of any of the Execution Daterespective provisions thereof.

Organization; Qualification. (a) ETE Seller is or will be at Closing a limited partnership corporation duly formedorganized, validly existing and in good standing under the laws of the State Commonwealth of Delaware Virginia and has all requisite limited partnership the corporate power and authority to own, lease and operate own all of its properties and to assets and carry on its business as it is now presently being conducted, . X'Xxxxxxxx is the sole shareholder of Seller. Seller is or will be at Closing duly qualified and is duly qualified, registered or licensed in good standing to do business as a foreign entity and is in good standing in each jurisdiction (as identified on Schedule 4.1) in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, necessary except in those jurisdictions where the failure to be so duly qualified, registered or licensed and in good standing qualified would not reasonably be expected have a material adverse effect on the Purchased Assets or the business of Seller. Seller has heretofore delivered to haveBuyer or Gardena complete and correct copies of its Articles of Incorporation and Bylaws, individually or as currently in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, effect. The Canadian Subsidiary is or will be, be at Closing a party or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it is, or will be, a party. (b) Each of the Citrus Parties is corporation duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Canada and has all requisite the corporate power and authority to own, lease and operate own all of its properties and to assets and carry on its business as it is now presently being conducted, . The Canadian Subsidiary is or will be at Closing duly qualified and is duly qualified, registered or licensed in good standing to do business as a foreign entity and is in good standing in each jurisdiction (as identified on Schedule 4.1) in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, necessary except in those jurisdictions where the failure to be so duly qualified, registered or licensed and in good standing qualified would not reasonably be expected to have, individually or in the aggregate, have a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in material adverse effect on the Execution Datebusiness of the Canadian Subsidiary. The Canadian Subsidiary has heretofore delivered to Buyer or Gardena complete and correct copies of its Articles and Bylaws, as currently in effect, and all amendments thereto.

Organization; Qualification. (a) ETE AFN is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has all requisite corporate power to own, license, use, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the subsidiaries of AFN listed in Section 3.1(a) of the AFN Disclosure Schedule (the “AFN Subsidiaries”) is a corporation, limited partnership, limited liability company or trust duly organized, validly existing and, to the extent the concept of good standing exists in the applicable jurisdiction, in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate or other similar organizational power and authority to own, license, use, lease and operate its assets and properties and to carry on its business as it is now being conducted. AFN has made available to C&C before the date of this Agreement complete and correct copies of its charter and bylaws and the charter and bylaws (or similar organizational documents) of each AFN Subsidiary. (b) Merger Sub is a limited partnership liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited partnership liability company power and authority to own, lease license, use and operate its assets and properties and to carry on its business as it is now being conducted. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby. (c) AFN and each AFN Subsidiary is duly qualified, registered qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the assets or property owned, licensed, used, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified, registered qualified or licensed and in good standing would not have a Material Adverse Effect on AFN. For purposes of this Agreement, a “Material Adverse Effect” means, with respect to any person, event, circumstance, change or effect that has had, or is reasonably be expected likely to have, individually a material adverse effect (i) on the business, assets, condition (financial or otherwise) or results of operations of such person and its subsidiaries taken as a whole; provided, however, that, with respect to this clause (i), a “Material Adverse Effect” shall not be deemed to include effects arising out of, relating to or resulting from (A) changes in United States generally accepted accounting principles (“GAAP”) or regulatory accounting requirements, (B) changes in Law, rules or regulations of general applicability to companies in the aggregateindustries in which such party and its subsidiaries operate, a Citrus Parties Material Adverse Effect (C) changes in global, national or regional political conditions or general economic or market conditions (including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States securities markets) affecting other companies in the industries in which such party and its subsidiaries operate, (D) changes in the credit markets, any downgrades in the credit markets, or adverse credit events resulting in deterioration in the credit markets generally and including changes to any previously correctly applied asset marks resulting therefrom, (E) failure to meet earnings projections, (F) the public disclosure of this Agreement or the transactions contemplated hereby or the consummation of the transactions contemplated hereby solely to the extent such event, circumstance, change or effect is demonstrated to have so resulted from such disclosure or consummation, (G) any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism or (H) actions or omissions taken with the prior written consent of the other party or expressly required by this Agreement, or (ii) on the ability of such person to perform its obligations hereunder, or that would prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE ishereby. In determining whether there has been a Material Adverse Effect, any event, circumstance, change or will beeffect shall be considered both individually and together with all other events, a party circumstances, changes or to materially impair ETE’s ability to perform its obligations under the Transaction Documents to which it iseffects and any event, circumstance, change or will be, a party. (b) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified, registered or licensed and in good standing would not effect that reasonably could be expected to have, individually or result in the aggregate, a Citrus Parties Material Adverse Effect (individually or to prevent together with one or materially delay the consummation of the transactions contemplated by the Transaction Documentsmore other events, circumstances, changes or effects) shall be considered a Material Adverse Effect. (c) ETE has made available to ETP true and complete copies of the Organizational Documents of the Citrus Parties in its possession as in effect on the Execution Date.

Organization; Qualification. (a) ETE Stockholder, if it is an individual, has all legal capacity to enter into this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. (b) Stockholder, if it is a limited partnership corporation or other legal entity, (i) is duly formedorganized, validly existing and and, if applicable, in good standing under the laws Laws of the State jurisdiction of Delaware its incorporation or formation and has all the requisite limited partnership power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualifiedorganized, registered or licensed and existing or, if applicable, in good standing or to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents to which ETE is, this Agreement or will be, a party otherwise prevent or to materially impair ETE’s ability to perform delay Stockholder from performing its obligations under the Transaction Documents to which it is, or will be, a party. this Agreement and (bii) Each of the Citrus Parties is duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is duly qualified, registered qualified or licensed to do business as a foreign entity corporation to do business, and is is, if applicable, in good standing standing, in each jurisdiction in which where the property character of the properties owned, leased or operated by it Stockholder or the nature of the its business conducted by it makes such qualification or licensing necessary, except where the failure for such failures to be so duly qualified, registered qualified or licensed and and, if applicable, in good standing that would not reasonably be expected to have, individually or in the aggregate, a Citrus Parties Material Adverse Effect or to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documentsthis Agreement or otherwise prevent or materially delay Stockholder from performing its obligations under this Agreement. (c) ETE Stockholder, if it is a corporation or other legal entity, has made available heretofore furnished to ETP true Parent and Purchaser a complete copies and correct copy of the Organizational Documents certificate of incorporation and the by-laws or equivalent organizational documents, each as amended to date, of Stockholder. Stockholder, if it is a trust, has heretofore furnished to Parent and Purchaser a complete and correct copy of the Citrus Parties trust agreement or equivalent agreement, as amended to date, of Stockholder. Such certificates of incorporation, by-laws or equivalent organizational documents and any of the provisions of such certificate of incorporation, by-laws or equivalent organizational documents are in full force and effect. Stockholder is not in violation of any of the provisions of its possession as in effect on the Execution Datecertificate of incorporation, by-laws or equivalent organizational documents.