Common use of Organization, Standing and Corporate Power Clause in Contracts

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal has, prior to the date hereof, made available to Impax a true and complete copy of the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) of the Amneal Material Subsidiaries, in each case as amended to the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries The Company is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the its jurisdiction in which it is formed and of organization. The Company has all requisite corporate, limited liability company or other entity corporate power and authority to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing presently conducted and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than except where any failure to be so qualified or license would not be, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such jurisdictions concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary except where any failure to be so qualified or licensed has would not had or be, and would not reasonably be expected to havebe, individually or in the aggregate, an Amneal Material Adverse Effectmaterial to the Company and its Subsidiaries taken as a whole. Amneal has, The Company has made available to Parent prior to the date hereof, made available to Impax execution of this Agreement a true and complete copy of the certificate Amended and Restated Certificate of formation Incorporation of Amneal, the Amneal LLC Operating Agreement Company (the “Company Certificate of Incorporation”) and the charter Amended and bylaws Restated Bylaws of the Company (or the “Company Bylaws”) and the comparable organizational documents) documents of the Amneal Material each of its Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. Each of Amneal Impax and the Amneal Impax Material Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted. Each other Subsidiary of Amneal Impax is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Impax Material Adverse Effect. Amneal Impax and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Impax Material Adverse Effect. Amneal Impax has, prior to the date hereof, made available to Impax a Amneal true and complete copy copies of its existing Restated Certificate of Incorporation, as amended (the certificate of formation of Amneal“Impax Charter”), and its existing Amended and Restated Bylaws, as amended (the Amneal LLC Operating Agreement “Impax Bylaws”), and the charter and bylaws (or comparable organizational documents) of the Amneal Impax Material Subsidiaries, in each case as amended to the date of this Agreement. There has been no breach by Amneal Impax of the Amneal LLC Operating Agreement Impax Charter or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLCImpax Bylaws, dated each as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waivedin effect from time to time.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries Buddy’s is an entity a limited liability company duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed State of Delaware and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted. Each other Subsidiary of Amneal Buddy’s is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal a Buddy’s Material Adverse Effect. Amneal Buddy’s and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal a Buddy’s Material Adverse Effect. Amneal Buddy’s has, prior to the date hereof, made available to Impax Liberty a true and complete copy of the certificate of formation of AmnealBuddy’s, the Amneal Buddy’s LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) of the Amneal Material SubsidiariesSubsidiaries of Buddy’s, in each case as amended amended, restated or otherwise modified to the date of this Agreement. There has been no breach by Amneal of the Amneal Buddy’s LLC Operating Agreement by any person who is or has previously been a party to the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011Buddy’s LLC Agreement. Since May 1, 2015the date of the Buddy’s LLC Agreement, no provision of the Amneal Buddy’s LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries (a) Brookfield Homes is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity corporate power and authority to own and operate its properties and assets and to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries Brookfield Homes is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature conduct of its business or the ownership, leasing ownership or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Brookfield Homes Material Adverse Effect. Amneal has, prior to the date hereof, Brookfield Homes has made available to Impax a true Brookfield Office Properties complete and complete copy correct copies of its Certificate of Incorporation, as amended (the “Brookfield Homes Certificate”), and Bylaws, as amended (the “Brookfield Homes Bylaws”), and the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries listed on Exhibit 21 to the Amneal Material SubsidiariesBrookfield Homes 10-K, in each case as amended to the date of this Agreement. There . (b) For purposes of this Agreement, “Brookfield Homes Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the business, properties, financial condition or results of operations of Brookfield Homes and its Subsidiaries, taken as a whole, provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been no breach (or whether there is reasonably expected to be), an Brookfield Homes Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by Amneal or resulting from (i) the United States, Canadian or any international economy or the United States, Canadian or international financial markets in general (provided that Brookfield Homes is not disproportionately affected thereby), (ii) the industry in which Brookfield Homes and its Subsidiaries operate in general (provided that Brookfield Homes is not disproportionately affected thereby), or (iii) the announcement of the Amneal LLC Operating this Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waivedtransactions contemplated hereby.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries (a) IMC is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity corporate power and authority to own and operate its properties and assets and to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries IMC is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature conduct of its business or the ownership, leasing ownership or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, have an Amneal IMC Material Adverse Effect. Amneal has, prior to the date hereof, IMC has made available to Impax a true Cargill complete and complete copy correct copies of its Certificate of Incorporation, as amended (the “IMC Certificate“), and Bylaws, as amended (the “IMC Bylaws“), and the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries listed on Exhibit 21 to the Amneal Material SubsidiariesIMC 10-K, in each case as amended to the date of this Agreement. There . (b) For purposes of this Agreement, “IMC Material Adverse Effect“ shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the business, properties, financial condition or results of operations of IMC and its Subsidiaries, taken as a whole, provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been no breach (or whether there is reasonably expected to be), an IMC Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by Amneal or resulting from (i) the United States or any international economy or the United States or international financial markets in general (provided that IMC is not disproportionately affected thereby), (ii) the industries in which IMC and its Subsidiaries operate in general (provided that IMC is not disproportionately affected thereby), (iii) the announcement of the Amneal LLC Operating this Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLCtransactions contemplated hereby, dated as or (iv) any non-cash asset or goodwill impairment charges with respect to matters discussed with Cargill prior to the date of July 1this Agreement, 2011. Since May 1including any write-off or reclassification of goodwill recorded, 2015taken or created by IMC or PLP relating to PLP or IMC’s investment, no provision directly or indirectly, therein or any loss, reclassification or write-off related to any disposition of the Amneal LLC Operating Agreement has been amended, modified IMC Chemicals Business Unit or waivedthe IMC Salt Business Unit.

Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated. Each of Amneal and the Amneal Material Company’s Subsidiaries is an a corporation or other legal entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed incorporated or formed. Each of the Company and its Subsidiaries has all requisite corporate, limited liability company corporate or other entity power power, as the case may be, and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed Company and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed has not had or would not reasonably be expected to havein good standing, individually or in the aggregate, an Amneal would not reasonably be expected to have a Company Material Adverse Effect. (b) The copies of the Company Charter Documents that are incorporated by reference into the SEC Documents are complete and correct copies thereof as in effect on the date hereof. Amneal hasThe Company is not in violation of or default under any of the provisions of the Company Charter Documents. No Subsidiary of the Company is in violation of or default under any of the provisions of its articles of incorporation, prior to bylaws or similar organizational documents. (c) Section 2.1(c) of the Company Disclosure Schedule lists, as of the date hereof, made available to Impax a true and complete copy all Subsidiaries of the certificate Company together with the jurisdiction of formation organization of Amnealeach such Subsidiary. (i) The Company is the direct or indirect owner of all outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company, (ii) all such shares or other equity interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Company and (iii) all such shares or other equity interests are free and clear of all liens, pledges, proxies, charges, mortgages, deeds of trust, hypothecations, encumbrances, adverse rights, title defects, restrictions or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States) (collectively, “Liens”). Other than money market accounts, the Amneal LLC Operating Agreement and the charter and bylaws (Company does not own, directly or comparable organizational documents) of the Amneal Material indirectly, any capital stock of, or voting securities or equity interests in, any Person, other than its Subsidiaries, in each case as amended to the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries (a) The Company is an entity a corporation duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed State of Delaware and has all requisite corporate, limited liability company or other entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to where the extent that any failure to be so organized, validly existing have such corporate power and in good standing has not had or authority would not reasonably be expected to havenot, individually or in the aggregate, an Amneal reasonably be expected to have a Company Material Adverse Effect. Amneal and each of its Subsidiaries The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction (with respect to jurisdictions that recognize the concept of good standing) in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its such properties and assets owned or leased by it makes such qualification or licensing necessary, other than in such jurisdictions except where the failure to be so qualified or licensed has not had or in good standing would not reasonably be expected to havenot, individually or in the aggregate, an Amneal reasonably be expected to have a Company Material Adverse Effect. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (in the case of good standing, to the extent the concept is recognized by such jurisdiction) under the laws of the jurisdiction of its organization and has all requisite corporate or other power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Amneal hasEach Subsidiary of the Company is duly qualified to do business and is in good standing in each jurisdiction (with respect to jurisdictions that recognize the concept of good standing) in which the nature of the business conducted by it or the character or location of such properties and assets owned or leased by it makes such qualification necessary, prior except where the failure to be so qualified or in good standing would not, individually or in the date hereofaggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company has made available to Impax a true Parent complete and complete copy correct copies of the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable organizational documents) of the Amneal Material SubsidiariesCompany, in each case as amended to as of the date of this AgreementAgreement (the “Company Charter Documents”). There has been no breach by Amneal The Company is not in violation of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waivedCharter Documents in any material respect.

Organization, Standing and Corporate Power. (a) Each of Amneal the Company and the Amneal Material its Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” where such concept is not recognized under applicable in any relevant jurisdictionLaw) under the Laws of the jurisdiction in which it is formed incorporated and has all requisite corporate, limited liability company or other entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each other Subsidiary , except, in the case of Amneal is an entity the Company’s Subsidiaries, where the failure to be duly organized, validly existing and or in good standing (except or to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity have such power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Company Material Adverse Effect. Amneal Each of the Company and each of its Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed in good standing, individually or in the aggregate, has not had had, or would not reasonably be expected to have, individually or in the aggregate, an Amneal a Company Material Adverse Effect. (b) Section 3.1(b) of the Company Disclosure Schedule lists all Subsidiaries of the Company together with the jurisdiction of organization of each such Subsidiary. Amneal hasAll the outstanding shares of capital stock of, prior or other equity interests in, each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all liens, pledges, charges, mortgages, encumbrances, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the date hereofsame, made available except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”), other than Permitted Liens. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) The Company has delivered to Impax a true Parent correct and complete copy copies of its certificate of incorporation and bylaws (the “Company Charter Documents”) and correct and complete copies of the certificate certificates of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable organizational documents, including the limited partnership agreement of Xxxx Canada Holding LP) of each of its Subsidiaries (the Amneal Material Subsidiaries“Subsidiary Documents”), in each case as amended to the date of this Agreement. There All such Company Charter Documents and Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has been no breach by Amneal made available to Parent and its representatives correct and complete copies of the Amneal LLC Operating Agreement or minutes of all meetings of stockholders, the Amended Board of Directors and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision each committee of the Amneal LLC Operating Agreement has been amendedBoard of Directors of the Company and each of its Subsidiaries held since July 31, modified or waived2012, in each case other than the meetings at which the Transactions and related matters were discussed.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries (a) The Company is an entity a corporation duly organized, validly existing and in good standing (except under the Laws of the State of Delaware and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each of the Subsidiaries is duly organized, validly existing and, to the extent the “good standing” concept is not applicable in any relevant such jurisdiction) , in good standing under the Laws of the jurisdiction in which it is formed incorporated or otherwise organized and has all requisite corporate, limited liability company or other entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed Company and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly licensed or qualified or licensed to do business and and, to the extent applicable in such jurisdiction, is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed has not had or would not reasonably be expected to havein good standing, individually or in the aggregate, an Amneal has not had and would not reasonably be expected to have a Company Material Adverse Effect. Amneal has, prior to the date hereof, made available to Impax a true and complete copy For purposes of the certificate of formation of Amnealthis Agreement, the Amneal LLC Operating Agreement and term “Company Material Adverse Effect” shall mean any change, event, occurrence or state of facts which has had or would reasonably be likely to have, a material adverse effect on the charter and bylaws business, properties, assets, liabilities (contingent or comparable organizational documentsotherwise), results of operations or condition (financial or otherwise) of the Amneal Company and its Subsidiaries taken as a whole; provided, however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect: (1) any change, event, occurrence or state of facts relating to the global, U.S. or regional economy, financial markets or political conditions in general or any of the industries in which the Company operates, including such changes thereto as are caused by terrorist activities, entry into or material worsening of war or armed hostilities, or other national or international calamity, except to the extent such changes or developments have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other industry participants; (2) any change, event, occurrence or state of facts that directly arises out of or results from the announcement or pendency of this Agreement or any of the Transactions, including shareholder litigation or disruption or loss of customer business, supplier or employee relationships; (3) any change, event, occurrence or state of facts directly arising out of or resulting from any action taken, or failure to take an action, by the Company or its Subsidiaries with Parent’s express written consent or in each case accordance with the express written instructions of Parent or as amended otherwise expressly required or specifically permitted to be taken by the Company or its Subsidiaries pursuant to the terms of this Agreement; (4) any change in the Company’s stock price or trading volume or any failure to meet internal projections or forecasts or published revenue or earnings projections of industry analysts (provided that this clause (4) shall not be construed as providing that the change, event, occurrence or state of facts giving rise to such change or failure does not constitute or contribute to a Company Material Adverse Effect); (5) any stockholder class action litigation arising from allegations of breach of fiduciary duty relating to the Agreement; (6) the continued depletion of net current assets as described in Section 3.6(v) of the Company Disclosure Schedule; and (7) any change, event, occurrence or state of facts arising out of any change in GAAP or applicable accounting requirements or principles which occur or become effective after the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. Each of Amneal the Company and the Amneal Material its Subsidiaries is an entity has been duly organized, and is validly existing and and, where such concept is applicable, in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws laws of the jurisdiction in which it is formed of its incorporation or formation, as the case may be, and has all requisite corporate, limited liability company or other entity power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing presently conducted and in good standing (except as currently proposed to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being be conducted, except to where the extent that any failure to be so organizedhave such governmental licenses, validly existing and permits, authorizations or approvals individually or in good standing the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Material Adverse Effect. Amneal Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business and and, where such concept is applicable, is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Material Adverse Effect. Amneal hasThe Company has made available to Parent, prior to the date hereofexecution of this Agreement, made available to Impax a true complete and complete copy accurate copies of the certificate of formation of AmnealCompany Certificate and its Amended and Restated Bylaws (the “Company Bylaws”), the Amneal LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) documents of the Amneal Material each of its Subsidiaries, in each case as amended to the date of this Agreementhereof. There The Company has been no breach by Amneal made available to Parent complete and accurate copies of the Amneal LLC Operating Agreement or minutes (or, in the Amended case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and Restated Limited Liability each of its Subsidiaries, the Boards of Directors of the Company Agreement for Amneal Pharmaceuticals LLCand each of its Subsidiaries and the committees of each of such Boards of Directors, dated as of July in each case held since January 1, 2011. Since May 1, 2015, no provision of 2004 and prior to the Amneal LLC Operating Agreement has been amended, modified or waiveddate hereof.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries (a) The Company (i) is an entity a corporation duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed State of Delaware and (ii) has all requisite corporate, limited liability company or other entity corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and other assets and to carry on its business as now being conductedconducted in all material respects. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties makes such qualification and other assets requires it to be so qualified, licensed or licensing necessaryin good standing, other than in except for such jurisdictions where the failure to be so qualified qualified, licensed or licensed to be in good standing has not had or had, and would not reasonably be expected to have, individually or in the aggregate, an Amneal a Company Material Adverse Effect. (b) Each Company Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate (or similar) power and authority and all necessary governmental approvals to own, lease and operate its properties and other assets and to carry on its business as now being conducted, except where the failure to be in good standing or have such power, authority or governmental approvals has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Amneal hasEach Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties and other assets requires it to be so qualified, licensed or in good standing, except for such jurisdictions where the failure to be so qualified, licensed or to be in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company has delivered or made available to Parent true and correct copies of the Restated Certificate of Incorporation of the Company, as amended through the date hereof (as so amended, the “Company Certificate of Incorporation”); the Amended and Restated Bylaws of the Company, as amended through the date hereof (as so amended, the “Company Bylaws” and together with the Company Certificate of Incorporation, the “Company Organizational Documents”); and the equivalent organizational documents of each Company Subsidiary, in each case, as amended through the date hereof. The Company Organizational Documents and the equivalent organizational documents of the Company Subsidiaries are in full force and effect and have not been amended or otherwise modified. The Company is not in violation of any provision of the Company Organizational Documents. No Company Subsidiary is in violation of any provision of its certificate of incorporation, bylaws or equivalent organizational documents, except where such violations have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered or made available to Parent complete and correct copies of the minutes (or, in the case of minutes that have not yet been finalized, complete and correct drafts thereof) of (i) all meetings of the stockholders or other equity-holders of the Company and each of the Company Subsidiaries, (ii) the Company Board and the boards of directors (or equivalent governing body) of each of the Company Subsidiaries and (iii) the committees of each such board of directors (or comparable governing body), in each case held since January 1, 2013 and prior to the date hereof, made available to Impax a true and complete copy of the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) of the Amneal Material Subsidiaries, in each case as amended to the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. (a) Each of Amneal Cargill and CFI is and, when formed, each of the Amneal Material Subsidiaries is other Cargill Contributing Corporations will be, an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has or, in the case of the other Cargill Contributing Corporations, will have all requisite corporate, limited liability company or other entity corporate power and authority to own and operate the Contributed Subsidiaries and to carry on its business the Xxxxxxx Fertilizer Businesses as now being conducted. Each other Subsidiary of Amneal Cargill and CFI is an entity duly organizedand, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws when formed, each of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conductedCargill Contributing Corporations will be, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation and each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, in good standing in each jurisdiction in which it operates and the nature conduct of its business the Xxxxxxx Fertilizer Businesses or the ownership, leasing ownership or operation of its the properties constituting the Cargill Fertilizer Businesses makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Cargill Material Adverse Effect. Amneal has, prior to the date hereof, Cargill has made available to Impax a true IMC complete and complete copy correct copies of its Certificate of Incorporation and Bylaws and the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable organizational documents) of CFI and each of Cargill’s Subsidiaries that currently are part of the Amneal Material SubsidiariesXxxxxxx Fertilizer Businesses, in each case as amended to the date of this Agreement. There . (b) For purposes of this Agreement, “Cargill Material Adverse Effect” shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the business, properties, financial condition or results of operations of the Cargill Fertilizer Businesses, taken as a whole, provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been no breach (or whether there is reasonably expected to be), a Cargill Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by Amneal or resulting from (i) the United States or any international economy or the United States or international financial markets in general (provided that the Xxxxxxx Fertilizer Businesses are not disproportionately affected thereby), (ii) the industry in which the Xxxxxxx Fertilizer Businesses operate in general (provided that the Xxxxxxx Fertilizer Businesses are not disproportionately affected thereby), (iii) the announcement of the Amneal LLC Operating this Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified transactions contemplated hereby or waived(iv) any non-cash asset or goodwill impairment charges.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries (a) The Company is an entity a corporation duly organized, validly existing and in good standing (except under the Laws of the State of Delaware and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each of the Subsidiaries is duly organized, validly existing and, to the extent the “good standing” concept is not applicable in any relevant such jurisdiction) , in good standing under the Laws of the jurisdiction in which it is formed incorporated or otherwise organized and has all requisite corporate, limited liability company or other entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed Company and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly licensed or qualified or licensed to do business and and, to the extent applicable in such jurisdiction, is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed has not had or would not reasonably be expected to havein good standing, individually or in the aggregate, an Amneal has not had and would not reasonably be expected to have a Company Material Adverse Effect. Amneal has, prior to the date hereof, made available to Impax a true and complete copy For purposes of the certificate of formation of Amnealthis Agreement, the Amneal LLC Operating Agreement and term "Company Material Adverse Effect" shall mean any change, event, occurrence or state of facts which has had or would reasonably be likely to have, a material adverse effect on the charter and bylaws business, properties, assets, liabilities (contingent or comparable organizational documentsotherwise), results of operations or condition (financial or otherwise) of the Amneal Company and its Subsidiaries taken as a whole; provided, however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect: (1) any change, event, occurrence or state of facts relating to the global, U.S. or regional economy, financial markets or political conditions in general or any of the industries in which the Company operates, including such changes thereto as are caused by terrorist activities, entry into or material worsening of war or armed hostilities, or other national or international calamity, except to the extent such changes or developments have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other industry participants; (2) any change, event, occurrence or state of facts that directly arises out of or results from the announcement or pendency of this Agreement or any of the Transactions, including shareholder litigation or disruption or loss of customer business, supplier or employee relationships; (3) any change, event, occurrence or state of facts directly arising out of or resulting from any action taken, or failure to take an action, by the Company or its Subsidiaries with Parent's express written consent or in each case accordance with the express written instructions of Parent or as amended otherwise expressly required or specifically permitted to be taken by the Company or its Subsidiaries pursuant to the terms of this Agreement; (4) any change in the Company's stock price or trading volume or any failure to meet internal projections or forecasts or published revenue or earnings projections of industry analysts (provided that this clause (4) shall not be construed as providing that the change, event, occurrence or state of facts giving rise to such change or failure does not constitute or contribute to a Company Material Adverse Effect); (5) any stockholder class action litigation arising from allegations of breach of fiduciary duty relating to the Agreement; (6) the continued depletion of net current assets as described in Section 3.6(v) of the Company Disclosure Schedule; and (7) any change, event, occurrence or state of facts arising out of any change in GAAP or applicable accounting requirements or principles which occur or become effective after the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Maryland. The Company has all requisite corporate power and authority necessary to own or lease all of its properties and assets used in the Fleet Business and to carry on the Fleet Business as it is now being conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the Fleet Business or the character or location of the properties and assets owned or leased by it and used in the Fleet Business makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Fleet Material Adverse Effect. (b) Each of Amneal and Fleet Equity Seller (other than the Amneal Material Subsidiaries Company) is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and of its organization. Each such Fleet Equity Seller has all requisite corporate, limited liability company corporate or other entity power and authority necessary to own or lease all of its properties and assets used in the Fleet Business and to carry on its business the Fleet Business as it is now being conducted. Each other such Fleet Equity Seller is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the Fleet Business or the character or location of the properties and assets owned or leased by it and used in the Fleet Business makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Fleet Material Adverse Effect. (c) Each Fleet Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and of its organization. Each Fleet Subsidiary has all requisite limited liability company corporate or other entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries Each Fleet Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such qualification or licensing necessary, other than in such jurisdictions except where the failure to be so qualified or licensed has not had or in good standing would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Fleet Material Adverse Effect. Amneal has, prior to the date hereof, . (d) The Company has made available to Impax a true Buyer or its counsel complete and complete copy correct copies of the certificate articles of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable similar organizational documents) documents of the Amneal Material Subsidiarieseach Fleet Equity Seller and each Fleet Subsidiary, in each case as amended to the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries (a) The Company (i) is an entity a corporation duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed State of Delaware and (ii) has all requisite corporate, limited liability company or other entity corporate power and authority and all necessary governmental approvals to carry on own, lease and operate its business as now being conducted. Each properties and other Subsidiary of Amneal is an entity duly organized, validly existing assets and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to where the extent that any failure to be so organizedhave such power, validly existing and in good standing authority or governmental approvals has not had or had, and would not reasonably be expected to have, individually or in the aggregate, an Amneal a Company Material Adverse Effect. Amneal and each of its Subsidiaries The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties makes such qualification and other assets requires it to be so qualified, licensed or licensing necessaryin good standing, other than in except for such jurisdictions where the failure to be so qualified qualified, licensed or licensed to be in good standing has not had or had, and would not reasonably be expected to have, individually or in the aggregate, an Amneal a Company Material Adverse Effect. (b) Each Company Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate (or similar) power and authority and all necessary governmental approvals to own, lease and operate its properties and other assets and to carry on its business as now being conducted, except where the failure to be in good standing or have such power, authority or governmental approvals has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Amneal hasEach Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties and other assets requires it to be so qualified, licensed or in good standing, except for such jurisdictions where the failure to be so qualified, licensed or to be in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company has delivered or made available to Parent true and correct copies of the Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof (as so amended, the “Company Certificate of Incorporation”); the Amended and Restated Bylaws of the Company, as amended through the date hereof (as so amended, the “Company Bylaws” and together with the Company Certificate of Incorporation, the “Company Organizational Documents”); and the equivalent organizational documents of each Company Subsidiary, in each case, as amended through the date hereof. The Company Organizational Documents and the equivalent organizational documents of the Company Subsidiaries are in full force and effect and have not been amended or otherwise modified. The Company is not in violation of any provision of the Company Organizational Documents. No Company Subsidiary is in violation of any provision of its certificate of incorporation, bylaws or equivalent organizational documents, except where such violations have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered or made available to Parent complete and correct copies of the minutes (or, in the case of minutes that have not yet been finalized, complete and correct drafts thereof) of (i) all meetings of the stockholders or other equity-holders of the Company and each of the Company Subsidiaries, (ii) the Company Board and the boards of directors (or equivalent governing body) of each of the Company Subsidiaries and (iii) the committees of each such board of directors (or comparable governing body), in each case held since July 31, 2011 and prior to the date hereof, made available to Impax a true and complete copy of the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) of the Amneal Material Subsidiaries, in each case as amended to the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. Each The Company is a corporation duly organized and validly existing and in good standing under the laws of Amneal and the Amneal Material State of New Jersey, each of its Subsidiaries is an entity a corporation duly organized, validly existing and in good standing (except to in the extent jurisdictions that recognize the “concept of good standing” concept is not applicable in any relevant jurisdiction) under the Laws laws of the jurisdiction in which it is formed of its incorporation or formation, as the case may be, and each of the Company and its Subsidiaries has all requisite corporate, limited liability company or other entity power and authority and possesses all governmental licenses, franchises, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being presently conducted and as currently proposed by its management to be conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and except where the failure to be in good standing (except with respect to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company Company), have such power or other entity power and authority to carry on its business as now being conductedor possess such governmental licenses, except to the extent that any failure to be so organizedpermits, validly existing and in good standing has not had authorizations or would not reasonably be expected to haveapprovals, individually or in the aggregate, an Amneal has not had and would not reasonably be expected to have a Material Adverse Effect. Amneal Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably to be expected to havein good standing, individually or in the aggregate, an Amneal has not had and would not reasonably be expected to have a Material Adverse Effect. Amneal hasThe Company has made available to Parent, prior to the date hereofexecution of this Agreement, made available to Impax a true complete and complete copy accurate copies of the certificate of formation of AmnealCompany Certificate and its By-laws (the “Company By-laws”), the Amneal LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) documents of the Amneal Material each of its Subsidiaries, in each case as amended to the date of this Agreementhereof. There The Company has been no breach by Amneal made available to Parent complete and accurate copies of the Amneal LLC Operating minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of, and resolutions approved and adopted at, all meetings of the shareholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2007 and prior to the date hereof, except for that portion of any minutes that discuss the Merger or the other transactions contemplated by this Agreement or any current or prior alternatives thereto considered by the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as Board of July 1, 2011. Since May 1, 2015, no provision Directors of the Amneal LLC Operating Agreement has been amended, modified Company or waivedany such committee thereof.

Organization, Standing and Corporate Power. (a) Each of Amneal Buyer and the Amneal Material Subsidiaries Acquisition Sub is an entity a corporation duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws laws of the jurisdiction in which it is formed State of Delaware and has all requisite corporate, limited liability company or other entity corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (conducted except to where the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or have such governmental approvals would not reasonably be expected to havenot, individually or in the aggregate, an Amneal reasonably be expected to have a Material Adverse Effect. Amneal Each of Buyer and each of its Subsidiaries Acquisition Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties makes such qualification requires it to be so qualified, licensed or licensing necessaryin good standing, other than in except for such jurisdictions where the failure to be so qualified qualified, licensed or licensed has not had or to be in good standing would not reasonably be expected to havenot, individually or in the aggregate, an Amneal reasonably be expected to have a Material Adverse Effect. Amneal has, prior to the date hereof, . (b) Buyer has furnished or made available to Impax a the Company true and complete copy copies of the certificate Restated Certificate of formation Incorporation of AmnealBuyer, as amended through the date of this Agreement (as so amended, the Amneal LLC Operating “Buyer Certificate of Incorporation”); the Bylaws of Buyer, as amended through the date of this Agreement (as so amended, the “Buyer Bylaws” and together with the Buyer Certificate of Incorporation, the “Buyer Organizational Documents”); and the comparable charter and bylaws (or comparable organizational documents) documents of the Amneal Material Subsidiaries, in each case Acquisition Sub as amended to through the date of this Agreement. There has The Buyer Certificate of Incorporation and the Buyer Bylaws are in full force and effect and have not been no breach by Amneal amended or otherwise modified. Buyer is not in material violation of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no any provision of the Amneal LLC Operating Agreement Buyer Certificate of Incorporation or the Buyer Bylaws, and Acquisition Sub is not in material violation of any provision of its certificate of incorporation, bylaws or equivalent organizational documents. Buyer has made available to the Company complete and correct copies of the minutes (or, in the case of minutes that have not yet been amendedfinalized, modified or waiveddrafts thereof) of all meetings of the stockholders of the Buyer, the Buyer Board of Directors (the “Buyer Board”) and the committees of the Buyer Board, in each case held since January 1, 2005 and prior to the date hereof.

Organization, Standing and Corporate Power. (a) Each of Amneal the Company and Guru Denim Inc. is a corporation duly organized, validly existing and in good standing under the Amneal Material Laws of the jurisdiction in which it is incorporated. Each of the Company's other Subsidiaries is an a corporation or other legal entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed incorporated or formed. Each of the Company and its Subsidiaries has all requisite corporate, limited liability company corporate or other entity power power, as the case may be, and authority necessary to own or lease all of its properties and assets and to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to where the extent that any failure to be so organized, validly existing and in good standing has not had have such power or would not reasonably be expected to haveauthority, individually or in the aggregate, an Amneal has not had and would not reasonably be expected to have a Company Material Adverse Effect. Amneal Each of the Company and each of its Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed has not had or would not reasonably be expected to havein good standing, individually or in the aggregate, an Amneal has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The copies of the Company Charter Documents that are incorporated by reference into the Company 10-K are complete and correct copies thereof as in effect on the date hereof. Amneal hasThe Company is not in violation of or default under any of the provisions of the Company Charter Documents and will not be in violation of or default under any of the provisions of the Company Charter Documents, prior as such Company Charter Documents may be amended (subject to Section 4.1) between the date hereof and the Closing Date. No Subsidiary of the Company is in violation of or default under any of the provisions of its articles of incorporation, bylaws or similar organizational documents, except for violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 2.1(c) of the Company Disclosure Schedule lists, as of the date hereof, made available to Impax a true and complete copy all Subsidiaries of the certificate Company together with the jurisdiction of formation organization of Amneal, the Amneal LLC Operating Agreement and the charter and bylaws (or comparable organizational documentseach such Subsidiary. Except as set forth in Section 2.1(c) of the Amneal Material SubsidiariesCompany Disclosure Schedule, in (i) the Company is the direct or indirect owner of all outstanding shares of capital stock of, or other equity interests in, each case as amended to the date of this Agreement. There has been no breach by Amneal Subsidiary of the Amneal LLC Operating Agreement Company, (ii) all such shares or other equity interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by the Amended Company and Restated Limited Liability Company Agreement (iii) all such shares or other equity interests are free and clear of all liens, pledges, proxies, charges, mortgages, encumbrances, adverse rights, restrictions or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for Amneal Pharmaceuticals LLCsuch transfer restrictions of general applicability as may be provided under the Securities Act of 1933, dated as of July 1amended, 2011. Since May 1and the rules and regulations promulgated thereunder (the "Securities Act"), 2015, no provision and the "blue sky" laws of the Amneal LLC Operating Agreement has been amendedvarious States of the United States) (collectively, modified "Liens"). Other than money market accounts, the Company does not own, directly or waivedindirectly, any capital stock of, or voting securities or equity interests in, any Person, other than its Subsidiaries.

Organization, Standing and Corporate Power. Each of Amneal FNT and the Amneal Material Subsidiaries each FNT Subsidiary (as hereinafter defined) is an a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing (except to the extent the “good standing” in such jurisdictions where such concept is not applicable in any relevant jurisdictionapplicable) under the Laws laws of the jurisdiction in which it is formed of its organization and has all the requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal FNT and each of its Subsidiaries FNT Subsidiary is duly qualified or licensed to do business and is in good standing (in such jurisdictions where such concept is applicable) in each jurisdiction in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified (individually or licensed has not had or in the aggregate) would not reasonably be expected to havehave an FNT Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, (i) an “FNT Subsidiary” means a subsidiary of FNT, and (ii) an “FNT Material Adverse Effect” means (x) any event, circumstance or change that, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal hasis or would reasonably be likely to be materially adverse to the assets, prior Liabilities, business, condition (financial or otherwise) or results of operations of FNT and the FNT Subsidiaries taken as a whole, other than any such event, circumstance or change to the extent resulting from (A) changes in general economic conditions affecting the United States occurring after the date hereof, (B) general changes or developments in the industry in which FNT and the FNT Subsidiaries operate occurring after the date hereof, (C) changes in laws or regulations occurring after the date hereof or (D) the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on the relationships, contractual or otherwise, with any customers, distributors, partners or employees of FNT and the FNT Subsidiaries to the extent due to the announcement of this Agreement or the identity of the parties hereto, unless, in the case of the foregoing clause (A) or (B), such changes referred to therein have a materially disproportionate effect on FNT and the FNT Subsidiaries taken as a whole relative to other participants in the industry in which FNT and the FNT Subsidiaries operate, or (y) any material adverse effect on the ability of FNT to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. True and complete copies of the Organizational Documents of FNT and each FNT Subsidiary as in effect on the date hereof have been heretofore made available to Impax a true and complete copy of the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) of the Amneal Material Subsidiaries, in each case as amended to the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waivedFNF.

Organization, Standing and Corporate Power. (a) Each of Amneal Parent and the Amneal Material Subsidiaries Merger Sub is an entity a corporation duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed incorporated and has all requisite corporate, limited liability company or other entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each other Subsidiary of Amneal Parent’s Subsidiaries is an entity duly organized, validly existing and and, to the extent applicable in such jurisdiction, in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed incorporated or otherwise organized and has all requisite limited liability company or other entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except to the extent that any failure conducted and as currently proposed by its management to be so organized, validly existing conducted. Each of Parent and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly licensed or qualified or licensed to do business and and, to the extent applicable in such jurisdiction, is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed has not had or would not reasonably be expected to havein good standing, individually or in the aggregate, an Amneal has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of Parent have been duly authorized and validly issued and are fully paid, nonassessable and were not issued in violation of any preemptive rights, purchase option, call or right of first refusal or similar rights. Amneal hasAll of the outstanding shares of capital stock of, prior to the date hereofor other equity interests in, each Subsidiary of Parent are owned directly or indirectly by Parent and are free and clear of all Liens. (c) Parent has made available to Impax a true the Company complete and complete copy correct copies of the its certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable organizational documents) of the Amneal Material Subsidiaries“Parent Charter Documents”), in each case as amended to the date of this Agreement, and the certificate of incorporation and bylaws of Merger Sub (the “Merger Sub Charter Documents”). There The Company Charter Documents and the Merger Sub Charter Documents are in full force and effect and neither Parent nor Merger Sub is in violation of any of their respective provisions. Parent has been no breach by Amneal made available to the Company and its representatives correct and complete copies of the Amneal LLC Operating Agreement or minutes (or, in the Amended case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the board of directors and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as each committee of July the board of directors of Parent and Merger Sub held since January 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived2005.

Organization, Standing and Corporate Power. Each (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of Amneal and the Amneal Material Subsidiaries State of Delaware. The Company is an entity insurance company duly incorporated, validly existing and in good standing under the laws of the State of Iowa. DSL is a limited liability company duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conductedState of Delaware. Each other Subsidiary of Amneal Seller Party is an a corporation or other legal entity duly incorporated or organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws laws of the jurisdiction in which it is formed incorporated or organized. Each Acquired Company and, with respect to the Business, Seller and its Affiliates, has all the requisite limited liability company corporate or other entity power and authority to own, lease or otherwise hold the assets and properties owned, leased or otherwise held by it and to carry on its business as now being conducted, except to where the extent that any failure to be so organized, validly existing have such power and in good standing has not had or authority would not reasonably be expected to haveexpected, individually or in the aggregate, an Amneal to have a Material Adverse Effect. Amneal Each Acquired Company and, with respect to the Business, Seller and each of its Subsidiaries Affiliates, is duly qualified as a foreign corporation or licensed other entity to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had in good standing (individually or in the aggregate) would not reasonably be expected to haveexpected, individually or in the aggregate, an Amneal to have a Material Adverse Effect. Amneal has. (b) Seller has provided to Buyer Parent true, prior to the date hereof, made available to Impax a true complete and complete copy correct copies of the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable other organizational documents) of the Amneal Material Subsidiaries), in each case as amended to the date hereof (collectively, the “Organizational Documents”), of this Agreementeach Acquired Company. There has been no breach by Amneal The Organizational Documents of the Amneal LLC Operating Agreement or the Amended Acquired Companies that have been so delivered are in full force and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision effect. (c) None of the Amneal LLC Operating Agreement Acquired Companies (i) is the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency, bankruptcy or other proceeding or (ii) since December 31, 2014, has been amended, modified received any written notice from any Governmental Entity or waivedother Person threatening to seek to initiate any such proceeding.

Organization, Standing and Corporate Power. Each of Amneal Sonoma and the Amneal Sonoma Material Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted. Each other Subsidiary of Amneal Sonoma is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal a Sonoma Material Adverse Effect. Amneal Sonoma and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal a Sonoma Material Adverse Effect. Amneal Sonoma has, prior to the date hereof, made available to Impax a Greystone true and complete copy copies of its Amended and Restated Certificate of Incorporation (the certificate of formation of Amneal, “Sonoma Charter”) and Second Amended and Restated Bylaws (the Amneal LLC Operating Agreement “Sonoma Bylaws”) and the charter and bylaws (or comparable organizational documents) of the Amneal Sonoma Material Subsidiaries, in each case as amended to the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. Each of Amneal and the Amneal Material Subsidiaries (a) The Company is an entity a corporation duly organized, validly existing and in good standing (except under the Laws of the State of Delaware and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each of the Company’s Subsidiaries is duly organized, validly existing and, to the extent the “good standing” concept is not applicable in any relevant such jurisdiction) , in good standing under the Laws of the jurisdiction in which it is formed incorporated or otherwise organized and has all requisite corporate, limited liability company or other entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed Company and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly licensed or qualified or licensed to do business and and, to the extent applicable in such jurisdiction, is in good standing in each jurisdiction in which the nature of its the business conducted by it or the ownership, leasing character or operation location of its the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensed has not had or would not reasonably be expected to havein good standing, individually or in the aggregate, an Amneal has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Section 3.1(b) of the Company Disclosure Schedule lists all Subsidiaries of the Company together with the jurisdiction of organization of each such Subsidiary. Amneal hasAll of the outstanding shares of capital stock of, prior or other equity interests in, each Subsidiary of the Company have been duly authorized and validly issued and are fully paid, nonassessable and were not issued in violation of any preemptive rights, purchase option, call or right of first refusal or similar rights. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are owned directly or indirectly by the Company and are free and clear of all liens, pledges, charges, mortgages, encumbrances, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the date hereofsame, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States or any foreign equivalent of any thereof) (collectively, “Liens”). The Company does not own, directly or indirectly, any capital stock, voting securities or equity securities or similar interests, or any interest convertible for an equity security or similar interest, in any Person that is not a Subsidiary of the Company. (c) The Company has made available to Impax a true Parent complete and complete copy correct copies of the its certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable organizational documents) of the Amneal Material Subsidiaries“Company Charter Documents”), in each case as amended to the date of this Agreement. There has been no breach by Amneal , and all such Company Charter Documents and the articles of incorporation and bylaws (or comparable organizational documents) of each of the Amneal LLC Operating Agreement or Company’s Subsidiaries (the Amended “Subsidiary Documents”). The Company Charter Documents and Restated Limited Liability the Subsidiary Documents are in full force and effect and neither the Company Agreement for Amneal Pharmaceuticals LLCnor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available to Parent and its representatives correct and complete copies of the minutes (or, dated as in the case of July minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Significant Subsidiaries held since January 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived2005.

Organization, Standing and Corporate Power. Each of Amneal the Company and the Amneal Material its Subsidiaries is an entity has been duly organized, and is validly existing and and, where such concept is applicable, in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws laws of the jurisdiction in which it is formed of its incorporation or formation, as the case may be, and has all requisite corporate, limited liability company or other entity power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing presently conducted and in good standing (except as currently proposed to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being be conducted, except to where the extent that any failure to be so organizedhave such governmental licenses, validly existing and permits, authorizations or approvals individually or in good standing the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Material Adverse Effect. Amneal Each of the Company and each of its Subsidiaries is duly qualified or licensed to do business and and, where such concept is applicable, is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Material Adverse Effect. Amneal hasThe Company has made available to Parent, prior to the date hereofexecution of this Agreement, made available to Impax a true complete and complete copy accurate copies of the certificate of formation of AmnealCompany Certificate and its Amended and Restated Bylaws (the “Company Bylaws”), the Amneal LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) documents of the Amneal Material each of its Subsidiaries, in each case as amended to the date of this Agreementhereof. There The Company has been no breach by Amneal made available to Parent complete and accurate copies of the Amneal LLC Operating Agreement or minutes (or, in the Amended case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and Restated Limited Liability each of its Subsidiaries, the Boards of Directors of the Company Agreement for Amneal Pharmaceuticals LLCand each of its Subsidiaries and the committees of each of such Boards of Directors, dated as of July in each case held since January 1, 20112004 and prior to the date hereof. Since May 1, 2015, no provision Table of the Amneal LLC Operating Agreement has been amended, modified or waived.Contents

Organization, Standing and Corporate Power. Each of Amneal Greystone and the Amneal Greystone Material Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted. Each other Subsidiary of Amneal Greystone is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal a Greystone Material Adverse Effect. Amneal Greystone and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal a Greystone Material Adverse Effect. Amneal Greystone has, prior to the date hereof, made available to Impax Sonoma a true and complete copy of the certificate of formation of AmnealGreystone, the Amneal Greystone LLC Operating Agreement and the charter and bylaws (or comparable organizational documents) of the Amneal Greystone Material Subsidiaries, in each case as amended to the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. (a) Each of Amneal Cargill and CFI is and, when formed, each of the Amneal Material Subsidiaries is other Cargill Contributing Corporations will be, an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has or, in the case of the other Cargill Contributing Corporations, will have all requisite corporate, limited liability company or other entity corporate power and authority to own and operate the Contributed Subsidiaries and to carry on its business the Cargill Fertilizer Businesses as now being conducted. Each other Subsidiary of Amneal Cargill and CFI is an entity duly organizedand, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws when formed, each of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conductedCargill Contributing Corporations will be, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation and each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, in good standing in each jurisdiction in which it operates and the nature conduct of its business the Cargill Fertilizer Businesses or the ownership, leasing ownership or operation of its the properties constituting the Xxxxxxx Fertilizer Businesses makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate has not had or and would not reasonably be expected to have, individually or in the aggregate, an Amneal have a Cargill Material Adverse Effect. Amneal has, prior to the date hereof, Cargill has made available to Impax a true IMC complete and complete copy correct copies of its Certificate of Incorporation and Bylaws and the certificate of formation of Amneal, the Amneal LLC Operating Agreement and the charter incorporation and bylaws (or comparable organizational documents) of CFI and each of Cargill’s Subsidiaries that currently are part of the Amneal Material SubsidiariesXxxxxxx Fertilizer Businesses, in each case as amended to the date of this Agreement. There . (b) For purposes of this Agreement, “Cargill Material Adverse Effect“ shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the business, properties, financial condition or results of operations of the Xxxxxxx Fertilizer Businesses, taken as a whole, provided, that none of the following shall be deemed in and of themselves to constitute, and none of the following shall be taken into account in determining whether there has been no breach (or whether there is reasonably expected to be), a Cargill Material Adverse Effect: any change, effect, event, occurrence or state of facts relating to, caused by Amneal or resulting from (i) the United States or any international economy or the United States or international financial markets in general (provided that the Xxxxxxx Fertilizer Businesses are not disproportionately affected thereby), (ii) the industry in which the Cargill Fertilizer Businesses operate in general (provided that the Xxxxxxx Fertilizer Businesses are not disproportionately affected thereby), (iii) the announcement of the Amneal LLC Operating this Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified transactions contemplated hereby or waived(iv) any non-cash asset or goodwill impairment charges.