Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) 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 and assets makes such qualification or licensing necessary, except, in the case of clause (iii) only, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) The Company has made available to Parent true, correct and complete copies of the articles of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 3.1(a) of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as (collectively, the “Acquired Companies” and each, an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 3.1(a) of the Company Disclosure Letter. Each Acquired Company (i) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) 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 and assets makes such qualification or licensing necessary, except, in the case of each of clauses (i)-(ii) above, in respect of each Subsidiary of the Company other than any Company Insurance Subsidiary, only, and, clause (iii) onlyabove, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, (x) have a Company Material Adverse EffectEffect or (y) only with respect to the Company, materially impair the ability of the Company to perform its obligations hereunder or to consummate the Transactions, in each case, on or before the Outside Date. (b) The Company has made available to Parent true, correct and complete copies of the articles certificate of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), ) and the code of regulations bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company RegulationsBylaws”), and . The Company is not in violation of any of the comparable organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary provisions of the Company that is listed Charter or Company Bylaws. (c) Except as disclosed in Section 3.1(b3.1(c) of the Company Disclosure Letter, the Company owns, directly or indirectly through one of its Subsidiaries, all of the issued and outstanding shares of capital stock or other equity interests of each of its Subsidiaries, free and clear of any security interests, liens, claims, pledges, agreements, limitations in voting rights, charges, mortgages, title transfer limitations, any title retentions or other encumbrances of any nature whatsoever, except for restrictions on transfer under securities Laws (collectively, “Liens”), and all of such outstanding shares of capital stock or other equity interests have been duly authorized and validly issued and are fully paid and non-assessable and free of preemptive rights.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired The Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organizationArkansas, (ii) has all requisite corporate or similar limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business the Business as now being conducted conducted, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction listed in Section 3.1(a) of the Seller Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its business or the ownership, leasing or operation of its properties and assets activities makes such qualification necessary or licensing necessary, except, in the case of clause (iii) only, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effectadvisable. (b) The Company has made available to Parent truenot conducted any business under or otherwise used, correct for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”, “Center for Toxicology and complete copies Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the articles Seller Disclosure Schedule accurately sets forth (i) the names of incorporation the managers of the Company, as amended to (ii) the date names of this Agreement the members of the Company and the Seller and (as so amended, iii) the “Company Charter”), the code of regulations FEIN of the Company. (d) Section 3.1(d) of the Seller Disclosure Schedule sets forth, as amended to of the date hereof, all Subsidiaries of this Agreement (as so amendedthe Company and all Subsidiaries of Seller, together with the “Company Regulations”), and the comparable organizational documents jurisdiction of organization of each Material Company such Subsidiary, . All the membership interests in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed 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 Encumbrances. Except as set forth in Section 3.1(b3.1(d) of the Seller Disclosure Schedule, the Company Disclosure Letterdoes not currently have, and has never had, any Subsidiaries or a minority investment in any entity.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired The Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of its organizationorganization or formation (except, (i) in the case of good standing, any jurisdiction that does not recognize such concept and (ii) where the failure to be so organized, formed, existing or in good standing in any jurisdiction would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). The Company and each of its Subsidiaries has all requisite the corporate or similar other applicable power to own its rights, assets and authority to own, lease and operate its properties and assets to conduct the Business and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction (to the extent the concept is recognized by such jurisdiction), except where the failure to be so qualified and in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification or licensing necessary, except, in the case of clause (iii) only, asgood standing, individually or in the aggregateaggregate with any such other failures, have not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. The Company is not in violation in any material respect of any of the provisions of its certificate of incorporation or bylaws. (b) The Company has made available to Parent a true, correct and complete copies copy of the articles certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of the Company, as amended to the date Company and each of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable organizational documents of each Material Company Subsidiaryits Subsidiaries, in each case as amended through the date of this Agreementto date. For purposes of this Agreement, “Material Company Subsidiary” means any No Subsidiary of the Company that is listed in Section 3.1(bviolation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents in any material respect. Schedule 2.1(b) of the Company Disclosure LetterLetter sets forth a true, correct and complete list of the Subsidiaries of the Company and their respective jurisdictions of organization or formation. All of the issued and outstanding shares of capital stock of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable (in any jurisdiction that recognizes such concepts), are owned by the Company or another Subsidiary of the Company free and clear of all Encumbrances other than Permitted Encumbrances, and are not subject to any preemptive right or right of first refusal, other than in favor of the Company or a Subsidiary of the Company, created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any of its Subsidiaries is party or by which the Company or any of its Subsidiaries is bound with respect to the issued or unissued capital stock or other securities of any Subsidiary of the Company, or otherwise obligating the Company or any of its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Other than its Subsidiaries, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person. There are no material outstanding obligations of the Company or any of its Subsidiaries under any Contract to which it is a party or by which it is bound to make any loan to, or any equity or other similar investment (in the form of a capital contribution or otherwise) in, any other Person (other than the Company or its Subsidiaries).

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each Each of the Company and its Subsidiaries is referred duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to herein own, lease and operate its properties and to carry on its business as an “Acquired Company” andnow being conducted, collectively, and is duly qualified and in good standing to do business as the “Acquired Companies”), the Company’s percentage ownership of a foreign corporation or other legal entity in each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except in each Acquired case where the failures to be so organized, existing or in good standing or to have such power and authority or so to qualify would not, individually or in the aggregate, reasonably be expected to have a Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure LetterMaterial Adverse Effect. None of the Acquired Companies has Company or any of its Subsidiaries is in violation of its Organizational Documents other than violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 1 to this Agreement includes all the Subsidiaries of the Company which as of the date of this Agreement are significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such significant Subsidiary have been validly issued and are fully paid and non-assessable and are, except as set forth in Schedule 1, owned directly or indirectly by the Company, free and clear of all Liens, except for restrictions imposed by applicable securities laws. Except as set forth in the SEC Reports filed prior to the date hereof, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity interest infor, any corporation, partnership, joint venture or other entity, business association or entity (other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) Subsidiaries), that is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) 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 and assets makes such qualification or licensing necessary, except, in the case of clause (iii) only, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) The Company has made available to Parent true, correct and complete copies of the articles of incorporation of the Company, as amended be material to the date of this Agreement (Company and its Subsidiaries taken as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Lettera whole.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct complete and complete accurate list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organizationorganization except, (ii) in the case of Acquired Companies other than the Company and any Material Company Subsidiary, for any failure to be so organized, existing or in good standing as would not be material to the Acquired Companies, taken as a whole. Each Acquired Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) 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 and assets makes such qualification or licensing necessary, except, in the case of clause (iii) only, except as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. (b) The Company has made available to Parent true, correct and complete copies of the articles certificate of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company RegulationsBylaws”), and the comparable charter and organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 3.1(a) of the Company Disclosure Letter contains (i) a true, correct complete and complete accurate list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), (ii) the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and (iii) the jurisdictions in which the Company and each Acquired Material Company Subsidiary is qualified to conduct business, except in each case as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (iA) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (iiB) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iiiC) 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 and assets makes such qualification or licensing necessary, except, except in the each case of clause (iii) only, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) The Company has made available to Parent true, correct and complete copies of the articles certificate of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company RegulationsBylaws”), and the comparable charter and organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired The Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of its organizationorganization or formation (except, (ii) in the case of good standing, any jurisdiction that does not recognize such concept). The Company and each Subsidiary has all requisite the corporate or similar other applicable power and authority to own, lease and operate own its properties and assets to conduct the Business and to carry on its business as now being conducted and (iii) 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 and assets makes where such qualification or licensing necessaryis required by Applicable Law (to the extent the concept is recognized by such jurisdiction), except, except where the failure to be so qualified and in the case of clause (iii) only, asgood standing, individually or in the aggregateaggregate with any such other failures, have not had, and would not reasonably be expected to have, (i) have a Company Material Adverse EffectEffect or (ii) become materially adverse to the ability of the Company to consummate the Transactions on a timely basis. The Company is not in violation in any material respect of any of the provisions of its certificate of incorporation or bylaws. (b) The Company has made available to Parent a true, correct and complete copies copy of the articles certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable organizational documents of each Material Company Subsidiary, in each case as amended through to date. No Subsidiary that conducts material operations of the date Business or holds title to material assets is in violation in any material respect of this Agreementany of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents. For purposes Schedule 3.1(b)(ii) sets forth a true, correct and complete list of this Agreementthe Subsidiaries and their respective jurisdictions of organization or formation. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, “Material validly issued, fully paid and non-assessable (in any jurisdiction that recognizes such concepts), are owned by the Company Subsidiary” means or another Subsidiary free and clear of all Encumbrances other than Permitted Encumbrances, and are not subject to any Subsidiary preemptive right or right of first refusal, other than in favor of the Company that or a Subsidiary, created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is listed in Section 3.1(b) a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any Subsidiary is party or by which the Company or any Subsidiary is bound with respect to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities, including any stockholder rights plans, “poison pill” anti-takeover plans or other similar devices. Other than the Subsidiaries, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person. There are no outstanding obligations of the Company Disclosure Letteror any of the Subsidiaries under any Contract to which it is a party or by which it is bound to make any loan to, or any equity or other investment (in the form of a capital contribution or otherwise) in, any other Person (other than the Company or a Subsidiary) in an amount in excess of $100,000 in respect of any single Person.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired The Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction State of its organizationDelaware, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction listed in which Section 3.1(a) of the Company Disclosure Schedule. The Company is duly qualified or licensed to transact business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties it owns, operates or leases or the nature of its business or the ownership, leasing or operation of its properties and assets makes activities make such qualification or licensing necessary, except, in except where the case of clause (iii) only, as, individually or in the aggregate, have not had, and failure to be so qualified would not reasonably be expected to have, have a Company Material Adverse Effect. (b) The Company has made available to Parent truenot conducted any business under or otherwise used, correct and complete copies of the articles of incorporation of the Companyfor any purpose or in any jurisdiction, as amended to the date of this Agreement any fictitious name, assumed name, trade name or other name. (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in c) Section 3.1(b3.1(c) of the Company Disclosure LetterSchedule accurately sets forth (i) the names of the members of the board of directors of the Company, (ii) the names of the members of each committee of the board of directors of the Company, and (iii) the names and titles of the officers of the Company. (d) The Company has no Subsidiaries. The Company does not own and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. The Company has not agreed, and is not obligated, to make any future investment in or capital contribution to any Entity. The Company has not guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Neither the Company nor its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the business or affairs of the Company.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None Each of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) Entities is an entity Entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organizationincorporation or formation, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction listed on Section 3.1(a) of the Company Disclosure Schedule (except in such jurisdictions where the failure to be duly qualified or in good standing as a foreign corporation or limited liability company does not and would not be reasonably expected to result in a Material Adverse Effect), which jurisdictions constitute the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its business or the ownership, leasing or operation of its properties and assets activities makes such qualification necessary or licensing necessary, except, in the case of clause (iii) only, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effectadvisable. (b) The Company has made available to Parent true, correct and complete copies of the articles of incorporation of the Company, Except as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in set forth on Section 3.1(b) of the Company Disclosure LetterSchedule, none of the Acquired Entities has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “International Home Furnishings Center” or “IHFC.” (c) Section 3.1(c) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of each Acquired Entity, (ii) the names of the members of each committee of the board of directors of each Acquired Entity, and (iii) the names and titles of the officers of each Acquired Entity. (d) The Company has no Subsidiaries except for the Entities identified on Section 3.1(d)(i) of the Company Disclosure Schedule. Except for the Entities identified on Section 3.1(d)(ii) of the Company Disclosure Schedule, none of the Acquired Entities owns, nor has ever owned, beneficially or otherwise, any shares or other equity securities or other debt securities (other than intercompany payables and receivables in the ordinary course of business) of, or any direct or indirect equity or other financial interest in, any Entity. None of the Acquired Entities has agreed or is obligated to make any future investment in or capital contribution to any Entity. Except for any guarantees delivered by the Acquired Entities in connection with the First Mortgage Loan and included in the First Mortgage Loan Documents, none of the Acquired Entities has guaranteed or is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. None of the Acquired Entities nor any of their respective shareholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the business or affairs of any Acquired Entity.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 Each of the Company Disclosure Letter contains a trueCompany, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Significant Subsidiaries and, to the Company's Knowledge, each of the Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, corporation or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity as applicable, duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organizationin which it is incorporated, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and (iii) each of the Company and each of the Significant Subsidiaries is duly organized, existing, qualified or licensed to do business and is in good standing as a foreign corporation or other entity, as applicable in each jurisdiction in which where the character of its properties owned, operated or leased or the nature of its business or the ownership, leasing or operation of its properties and assets activities makes such qualification or licensing necessary, exceptexcept for failures to be so organized, existing, qualified or in the case of clause (iii) only, asgood standing that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) SCHEDULE 3.01(B) hereto sets forth a complete and accurate list, in all material respects, of all the Significant Subsidiaries and the Subsidiaries (including the Company's direct or indirect percentage ownership in each such Significant Subsidiary and Subsidiary) and, to the Company's Knowledge, a list of Persons in which the Company has a direct or indirect equity, partnership or similar interest, except for interests acquired in the ordinary course of business consistent with past practice pursuant to the Company's and the Significant Subsidiaries' respective cash management systems. (c) The Company has made available to Parent true, correct Buyer in all material respects complete and complete accurate copies of the articles Articles of incorporation Incorporation and Bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable charter, bylaws and all other organizational documents of each Material Company Significant Subsidiary, as currently in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Lettereffect.

Organization, Standing and Power; Subsidiaries. (ai) Each of Company and each of its Subsidiaries is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. The copies of the certificate of incorporation and bylaws of Company and of its material Subsidiaries which were previously furnished or made available to Purchaser are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Except as set forth in Section 3.1 3.2(a) of the Company Disclosure Letter contains a true, correct and complete list Schedule delivered by Company to Purchaser prior to the execution of the name and jurisdiction of organization of each Acquired Company this Agreement (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein and any other representation and warranty to which its relevance is reasonably apparent) (the "Company Disclosure Schedule"), all the outstanding shares of capital stock of, or other equity interests in, each of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by Company, free and clear of all Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as explicitly set forth in the Company and its Subsidiaries is referred to herein SEC Reports (as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified defined in Section 3.1 3.2(d)(i)) or in Section 3.2(a) of the Company Disclosure Letter. None Schedule, neither Company nor any of the Acquired Companies has its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity interest infor, any corporation, partnership, joint venture or other business association or entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) that is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) 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 and assets makes such qualification or licensing necessary, except, in the case of clause (iii) only, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, be material to Company and its Subsidiaries taken as a Company Material Adverse Effectwhole. (b) The Company has made available to Parent true, correct and complete copies of the articles of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired The Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction State of Delaware. The Company has full corporate power and authority to (i) own and operate its organizationassets, properties and business, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and presently conducted, (iii) execute, deliver and perform all Transaction Documents to which it is, or at the Closing will be, a party, and (iv) consummate the Merger and the Other Transactions to which it is a party. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature ownership or leasing of its properties or assets or the conduct of its business or requires such qualification, except to the ownership, leasing or operation of its properties and assets makes extent that failure to obtain such qualification or licensing necessary, except, to be in the case of clause (iii) only, as, individually or in the aggregate, have not had, and good standing would not reasonably be expected to have, result in a Company Material Adverse EffectEffect with respect to the Company or the Subsidiary. The Company has not violated, and is not in violation of, any of the provisions of the Company Articles or Company Bylaws, true, complete and correct copies of which the Company has delivered to Parent. (b) Other than the Subsidiary, the Company does not have, and since December 31, 2009 has not had, any subsidiaries and does not own, and since December 31, 2009 has not owned, directly or indirectly, any equity or similar interest in, or any interest convertible or exchangeable or exercisable for any equity or similar interest in, any Person. The Subsidiary is a limited company duly organized and validly existing under the Laws of Hong Kong. The Subsidiary has full limited company power and authority to (i) own and operate its assets, properties and business, (ii) carry on its business as presently conducted, (iii) execute, deliver and perform all Transaction Documents to which it is, or at the Closing will be, a party, and (iv) consummate the Merger and the Other Transactions to which it is a party. The Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or assets or the conduct of its business requires such qualification, except to the extent that failure to obtain such qualification or to be in good standing would not reasonably be expected to result in a Material Adverse Effect with respect to the Company or the Subsidiary. The Subsidiary has not violated, and is not in violation of, any of the provisions of the Subsidiary’s Certificate of Incorporation and incorporation form (the “Subsidiary Certificate”) and the Subsidiary’s articles of association, true, complete and correct copies of which the Company has delivered to Parent. (c) The minute book of the Company made available to Parent true, correct (i) contains (A) minutes and complete copies resolutions of the articles all meetings of incorporation directors and equity holders and (B) all actions by written consent of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), directors and the comparable organizational documents of each Material Company Subsidiaryequity holders, in each case as amended the cause of clauses (A) and (B) above, since December 31, 2011 through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary and (ii) accurately reflects, in all material respects, all transactions and other corporate actions referred to in such minutes and written consents, which include all material transactions of the Company that is listed in Section 3.1(b) of the Company Disclosure LetterSubsidiary since December 31, 2011.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 3.1(a) of the Company Disclosure Letter contains a true, correct complete and complete accurate list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) 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 and assets makes such qualification or licensing necessary, except, in the case of clause clauses (ii) and (iii) only, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) The Company has made available to Parent true, correct and complete copies of the articles certificate of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company RegulationsBylaws”), and the comparable charter and organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in Section 3.1(b) of the Company Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains The Seller is a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is an entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organizationincorporation, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iiiconducted, and, except as set forth in Section 3.1(a) of the Seller Disclosure Schedule, is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of the Seller Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its business or the ownership, leasing or operation of its properties and assets activities makes such qualification necessary or licensing necessaryadvisable, exceptexcept where the failure to be so qualified, authorized or in the case of clause (iii) only, asgood standing would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) The Company has made available to Parent true, correct and complete copies of the articles of incorporation of the Company, Except as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and the comparable organizational documents of each Material Company Subsidiary, in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company that is listed in set forth on Section 3.1(b) of the Company Disclosure LetterSchedule, the Seller has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name. (c) Section 3.1(c) of the Seller Disclosure Schedule sets forth the Subsidiaries of the Seller. Except as set forth on Section 3.1(c) of the Seller Disclosure Schedule, the Seller has no Subsidiaries, and does not own, and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. The Seller has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Seller nor the Sole Stockholder has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the business or affairs of the Seller.