Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than such franchisesthan, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregatecase of the Company’s Subsidiaries, where the failure to be so organized or to have such power, authority or standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets or properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existCompany, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company Parent and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than such franchisesthan, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregatecase of Parent’s Subsidiaries, where the failure to be so organized or to have such power, authority or standing has not had and would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect Material Adverse Effect on the ability of the Company to perform Parent and its obligations under this Agreement or on the ability of the Company to consummate the Transactions Subsidiaries, taken as a whole (a “Company Parent Material Adverse Effect”). The Company Each of Parent and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets or properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent has delivered heretofore made available to the Parent true Company complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existParent, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither Parent nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of the Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make properties, makes such qualification necessary except or license necessary, other than where the failure to be so qualify qualified, licensed or in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may existits Organizational Documents, each as amended prior to the date execution of this Agreement (and each as so amended, the “Company Constituent Instruments”)made available to Parent is in full force and effect, and neither the comparable charter, organizational documents and other constituent instruments Company nor any of each Company Subsidiary, its Subsidiaries is in each case as amended through violation of any of the date provisions of this Agreementsuch Organizational Documents.

Organization, Standing and Power. Each of the Company Parent and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of Parent’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). Each of Parent and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or its properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Each of Parent and Merger Sub has delivered heretofore made available to the Parent true Company complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existParent, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither Parent nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of the Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets or properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existCompany, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries the Subsidiaries of the Company (the “Company Subsidiaries”) is duly organized, validly existing and in active status or good standing standing, as applicable, under the laws of the jurisdiction in which it is organized (in the case of active status or good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in active status or good standing, as applicable, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority would not have or would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership the ownership, operation or leasing of its properties make such qualification necessary necessary, except in any such jurisdiction where the failure to be so qualify qualified or licensed would not have or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum amended and restated articles of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsArticles”), ) and the comparable charter, organizational documents and other constituent instruments bylaws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bylaws”).

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum certificate of incorporation and articles of association bylaws of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company is a corporation duly organized and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Company's Subsidiaries has been duly formed and is validly existing under the laws of the jurisdiction of its formation except where the failure of a Subsidiary to be duly formed and validly existing in which it is organized and has the corporate power and authority and possesses all governmental franchisessuch jurisdictions could not reasonably be expected, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, either individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability . Each of the Company to perform and its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary Subsidiaries is duly qualified and in good standing to do business in each jurisdiction where in which the nature of its business or its the ownership or leasing of its properties make makes such qualification necessary except necessary, other than, with respect to the Subsidiaries, in such jurisdictions where the failure so to so qualify would could not reasonably be expected expected, either individually or in the aggregate, to have a Company Material Adverse EffectEffect on the Company. Each of the Company and its Subsidiaries has the requisite corporate power and authority to own, lease and operate its properties and conduct its business as currently or proposed to be conducted, except, with respect to the Subsidiaries, where the lack of such requisite power could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company. The Company has delivered previously furnished to the Parent true true, complete and complete correct copies of the memorandum and articles of association Organizational Documents of the Company and such other constituent instruments of the Company its Subsidiaries as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through effect on the date of this Agreement, and neither the Company nor its Subsidiary is in default thereunder or acting in conflict therewith.

Organization, Standing and Power. (a) Each of the SB Group Company and its AmBev's subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing (to the extent recognized by the laws of the jurisdiction in which it is organized) under the laws of the jurisdiction in which it is organized and has the full power (corporate power or otherwise) and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted or as otherwise contemplated herein, other than such franchises, licenses, permits, authorizations and approvals approvals, the lack of which, individually or in the aggregate, has have not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company an SB Material Adverse Effect”). The . (b) Each SB Group Company and each Company Subsidiary of AmBev's subsidiaries is duly qualified to do business as a foreign corporation in each jurisdiction where in which the conduct or nature of its business or its ownership the ownership, leasing or leasing holding of its properties make makes such qualification necessary except except, with respect to SB and Braco, in such jurisdictions where the failure to be so qualify qualified or in good standing, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an SB Material Adverse Effect. The Company . (c) SB has delivered to the Parent Interbrew true and complete copies of the memorandum and charter documents, articles of association of the Company and such incorporation, by-laws or other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiarydocuments, in each case as amended through the date of this Agreementdelivery, of each of the SB Group Companies.

Organization, Standing and Power. Each of the Company and its subsidiaries each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate power and authority and possesses all governmental franchisescase of good standing, licensesto the extent such jurisdiction recognizes such concept), permitsexcept, authorizations and approvals necessary in the case of the Company Subsidiaries, where the failure to enable it to ownbe so organized, lease existing or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of whichin good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite power and authority and possesses all Permits necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents and other constituent instruments by-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”).

Organization, Standing and Power. Each of the Group Company and its subsidiaries (Subsidiaries is a corporation, partnership or limited liability company duly incorporated, organized or formed, as the “Company Subsidiaries”) is duly organizedcase may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation, organization or formation, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of each Group Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on each Group Company and would not reasonably be expected to have its Subsidiaries, taken as a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each Group Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets and properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Each Group Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each of the Company and such other constituent instruments of the Company as may existits Subsidiaries, each as amended prior to the date execution of this Agreement (and each as so amended, the “Company Constituent Instruments”)made available to Parent is in full force and effect, and neither Group Company nor any of its Subsidiaries is in violation of any of the comparable charter, organizational documents and other constituent instruments provisions of each Company Subsidiary, in each case as amended through the date of this Agreementsuch Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum certificate of organization and articles of association operating agreement of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Firefly and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of Firefly’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on Firefly and its Subsidiaries, taken as a whole (a “Firefly Material Adverse Effect”). Each of Firefly and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Firefly Material Adverse Effect. The Company Firefly has delivered heretofore made available to the Parent true Ohm complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existFirefly, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Ohm is in full force and effect, and neither Firefly nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries (the “Company Subsidiaries”) is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Law of the jurisdiction in which it is organized and has the requisite corporate power or other power, as the case may be, and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently currently conducted, other than . The Company and each of the Company Subsidiaries is duly qualified to do business in each jurisdiction where the nature of its businesses or its ownership or leasing of properties make such franchises, licenses, permits, authorizations and approvals qualification necessary except where the lack of which, individually or in the aggregate, failure to so qualify has not had and would not reasonably be expected to have a material adverse effect (as defined in Section 10.03) on the Company, a material adverse effect on the ability of Company and the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions Subsidiaries taken as a whole (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified has made available to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement February 28, 2005 (as so amended, the “Company Constituent InstrumentsCharter”), and the by-laws of the Company, as amended to February 28, 2005 (as so amended, the “Company By-Laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each of the Company SubsidiarySubsidiaries, in each case as amended through February 28, 2005. Neither the date Company nor any Company Subsidiary is in default or violation of this Agreementany term, provision or condition of any document referred to in the preceding sentence.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”"), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association incorporation and bylaws of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite corporate (in the case of a Subsidiary that is a corporation) or other power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold carry on its properties and assets and to conduct its businesses business as presently now being conducted, other than except where the failure to be so organized, existing or in good standing or to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is of its Subsidiaries are duly qualified to do business business, and are in good standing, in each jurisdiction where the character of their properties owned or held under lease or the nature of its business or its ownership or leasing of its properties make their activities makes such qualification necessary necessary, except where the failure to be so qualify qualified would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. The Company has delivered to the Parent true and complete copies A list of all Subsidiaries of the memorandum and articles Company, together with the jurisdiction of association incorporation of each Subsidiary, the percentage of the outstanding capital stock of each Subsidiary owned by the Company and such each other constituent instruments Subsidiary and the name of any person other than the Company or another Subsidiary that owns capital stock of the Company as may existSubsidiary, each as amended to is set forth in Section 4.1 of the letter dated the date of hereof and delivered on the date hereof by the Company to Parent, which relates to this Agreement and is designated therein as the Company Letter (as so amended, the “"Company Constituent Instruments”Letter"), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries each subsidiary of the Company, including the New York Company (the each, a “Company SubsidiariesSubsidiary”) ), is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate power and authority and possesses all governmental franchisescase of good standing, licensesto the extent such jurisdiction recognizes such concept), permitsexcept, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, in the case of the Company Subsidiaries (other than such franchisesthe New York Company), licenseswhere the failure to be so organized, permits, authorizations and approvals the lack of whichexisting or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). Each of the Company and each Company Subsidiary has all requisite corporate power and authority to conduct its businesses as presently conducted. The Company and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make makes such qualification necessary except where or license necessary, other than jurisdictions in which the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The New York Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), Charter and the comparable charter, organizational documents and other constituent instruments of each New York Company SubsidiaryBylaws, in each case as amended through the date of this Agreement., are substantially in the forms attached hereto as Exhibits E and F, respectively. The name of the New York Company under which it was formed was TerraForm Power NY Holdings, Inc.

Organization, Standing and Power. Each of the Company Ohm and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of Ohm’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on Ohm and its Subsidiaries, taken as a whole (an “Ohm Material Adverse Effect”). Each of Ohm and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or its properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company an Ohm Material Adverse Effect. The Company Ohm has delivered heretofore made available to the Parent true Firefly complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existOhm, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Ohm is in full force and effect, and neither Ohm nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles Articles of association Incorporation of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (each of the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or 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. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum amended and restated articles of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents amended and other constituent instruments restated by-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”).

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized and has the full corporate power and authority authority, and possesses all governmental franchisesapprovals, authorizations, certificates, filings, licenses, permitsand permits (including, without limitation, all authorizations and approvals necessary under Environmental Laws) (collectively, “Permits”) necessary, to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except for such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has Permits that are not had and would not reasonably be expected material to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of and the Company to consummate the Transactions (Subsidiaries, taken as a “Company Material Adverse Effect”)whole. The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than where the failure to be so qualify qualified would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. The Company has delivered made available to Parent prior to the Parent date of this Agreement true and complete copies of the memorandum Amended and articles Restated Certificate of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the Bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each Except as set forth on Schedule 4.1 of the Company Disclosure Letter, each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of the Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each of the Company and such other constituent instruments of the Company as may existits Subsidiaries, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the The Company and each -------------------------------- of its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized incorporated and has the requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified to conduct do business, and is in good standing, in each jurisdiction where the character of its businesses as presently conductedproperties owned or held under lease or the nature of its activities makes such qualification necessary, other than such franchises, licenses, permits, authorizations and approvals except where the lack of whichfailure to be so qualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and Acquiror complete and correct copies of the memorandum Restated Articles of Incorporation and articles of association By-Laws of the Company and such other constituent instruments the comparable governing documents of the Company as may existeach of its Subsidiaries, in each case as amended to the date of this Agreement Agreement. Other than as set forth in Section 3.1 of the Company's disclosure letter (as so amended, the “"Company Constituent Instruments”), and Disclosure Letter") delivered concurrently with the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries in any material respect.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized organized, other than, in the case of the Company Subsidiaries, for such failures which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, and has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals Permits necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals except to the extent that the lack of whichsuch Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and the Company Subsidiaries is duly qualified to do business in each jurisdiction (a) listed in Section 4.01 of the Company Disclosure Letter and (b) where the nature of its business or its ownership of its properties make such qualification necessary, except in such jurisdictions where the failure to be so qualified, individually or in the aggregate, has delivered not had or would not reasonably be expected to the Parent true have a Company Material Adverse Effect. True and complete copies of the memorandum Company Charter, the Company By-laws and articles the comparable organizational documents (and in each case all amendments thereto) of association each of the Company and such other constituent instruments Subsidiaries as in effect immediately prior to the date hereof have been delivered to Parent. None of the Company as may exist, each as amended to the date or any Company Subsidiary is in violation of this Agreement any term of its respective certificate of incorporation or by-laws (as so amended, the “Company Constituent Instruments”or other organizational documents), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. (a) Each of the Company and its subsidiaries Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Laws of the jurisdiction in which it is organized and of its organization, (ii) has the all requisite corporate or similar power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted and (iii) is duly qualified or licensed to conduct do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its businesses as presently conductedbusiness or the ownership, other than leasing or operation of its properties makes such franchisesqualification or licensing necessary, licensesexcept, permitswith respect to clauses (ii) and (iii), authorizations for any such failures to be so organized, existing and approvals the lack of in good standing, to have such power and authority or to be so qualified or licensed or in good standing which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. . (b) The Company has delivered filed with the SEC or otherwise previously made available to the Parent true and complete copies of the memorandum and Company’s articles of association of incorporation (the “Company Charter”) and bylaws (the “Company Bylaws” and, with the Company Charter, the “Company Organizational Documents”,) and such other constituent instruments the articles of the Company as may existincorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries, in each case as amended to the date of this Agreement (Agreement, and each as so amended, made available is in full force and effect. The Company is not in violation of any provision of the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Charter or Company Subsidiary, Bylaws in each case as amended through the date of this Agreementany material respect.

Organization, Standing and Power. (a) Each of the Company and its subsidiaries Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Laws of the jurisdiction in which it is organized and of its organization, (ii) has the all requisite corporate or similar power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted and (iii) is duly qualified or licensed to conduct do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its businesses as presently conductedbusiness or the ownership, other than leasing or operation of its properties makes such franchisesqualification or licensing necessary, licensesexcept in the case of clause (iii), permits, authorizations and approvals where the lack of whichfailure to be so qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Companyhave, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. . (b) The Company has previously delivered to the Parent true and complete copies of the memorandum and Company’s articles of association (the “Company’s Articles of the Company Association”) and such other constituent instruments certificate of the Company as may existincorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries, in each case as amended to the date of this Agreement (Agreement, and each as so amendeddelivered is in full force and effect. The Company is not in violation of any provision of the Company’s Articles of Association. None of the Company’s Subsidiaries are in violation of any provision of their certificate of incorporation or bylaws (or comparable organizational documents). The Company has made available to Parent true and complete copies of the minutes (or, in the case of draft minutes, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments most recent drafts thereof as of each Company Subsidiary, in each case as amended through the date of this Agreement) of all meetings of the Company’s shareholders, the Company Board and each committee of the Company Board held since January 1, 2015.

Organization, Standing and Power. Each of the Company and each of its wholly-owned subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as presently conducted, other than except with respect to the Company Subsidiaries, where the failure to be so organized, existing or in good standing or have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected likely to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary is duly qualified or licensed to do business and is in good standing (to the extent the concept is recognized by such jurisdiction) in each jurisdiction where the nature of its business or its ownership ownership, leasing or leasing operation of its properties make makes such qualification necessary or licensing necessary, except where the failure to be so qualify qualified or licensed or to be in good standing, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may existParent, each as amended prior to the date of this Agreement (as so amendedAgreement, complete and accurate copies of the “Company Constituent Instruments”), Certificate and the comparable charter, organizational documents and other constituent instruments of each Company SubsidiaryBylaws, in each case as amended through to the date hereof. The Company Certificate and Company Bylaws so made available are in full force and effect, and the Company is not in violation of this Agreementsuch Company Certificate or Company Bylaws.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership, limited liability company or other entity duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation, continuation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on Company and would not reasonably be expected to have its Subsidiaries, taken as a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each of Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets or properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to Parent in the Parent true Company Data Room complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each of the Company and such other constituent instruments of the Company as may existits Subsidiaries, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such concept is applicable in the case of any jurisdiction outside the United States), except, in the case of the Company Subsidiaries, where the failure to be so organized, exist or 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. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent true Parent, prior to execution of this Agreement, accurate and complete copies of (a) the memorandum and articles Memorandum of association Association of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsMemorandum of Association”), ) and (b) the comparable charter, organizational documents amended and other constituent instruments restated bye-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bye-laws”).

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company SubsidiariesSubsidiaries ”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles Articles of association Incorporation of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction in which it is organized of incorporation and has the all requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to conduct do business and is in good standing in each jurisdiction in which such qualification is necessary because of the property owned, leased or operated by it or because of the nature of its businesses business as presently now being conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of except for any failure to so qualify or be in good standing which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies Section 3.1 of the memorandum disclosure schedule delivered by the Company prior to, or concurrently with, the execution of this Agreement (the “Disclosure Schedule” or the “Schedules”) lists the jurisdictions of incorporation and articles of association foreign qualifications of the Company and such other constituent instruments each of its Subsidiaries. The Company has made available to Buyer complete and correct copies of the constitutive documents of each of the Company as may existand its Subsidiaries, in each case as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”)Agreement, and has made available to Buyer each such entity’s minute books and stock records. Section 3.1 of the comparable charter, organizational documents Disclosure Schedule contains a true and other constituent instruments correct list of the directors and officers of each of the Company Subsidiary, in each case and its Subsidiaries as amended through of the date of this AgreementAgreement and at all times since the last action of their respective boards of directors and stockholders.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries (the “"Company Subsidiaries”") (a) is duly organized, validly existing and in good standing (to the extent such jurisdiction recognizes the concept of good standing) under the laws of the jurisdiction in which it is organized and organized, (b) has the full corporate or limited liability company power and authority authority, as applicable, and (c) possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, in each case other than (except in the case of clauses (a) and (b) above with respect to the Company and the Company Subsidiaries) such franchises, licenses, permits, authorizations and approvals the lack of whichfailures that, individually or in the aggregate, has have not had and would are not reasonably be expected likely to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 3.08(b)). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except where the failure necessary, other than failures to so qualify would that, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect. The Company has delivered made available to the Parent Parent, Sub or their Representatives (as defined in Section 9.03) true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to through the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the by-laws of the Company, as amended through the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (each of the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum amended and articles restated certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents amended and other constituent instruments restated bylaws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bylaws”).

Organization, Standing and Power. Each of the Company and its subsidiaries each subsidiary of the Company (the each, a “Company SubsidiariesSubsidiary”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary has the all requisite corporate power and authority and possesses has obtained all governmental franchises, licenses, permits, authorizations authorizations, variances, exemptions, orders, registrations, clearances and approvals (collectively, “Permits”) necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals Permits the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make makes such qualification necessary except where or license necessary, other than jurisdictions in which the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum Amended and articles Restated Articles of association Incorporation of the Company (the “Company Charter”) and such other constituent instruments the Amended and Restated Bylaws of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsBylaws”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized incorporated and has the requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified to conduct do business, and is in good standing, in each jurisdiction where the character of its businesses as presently conductedproperties owned or held under lease or the nature of its activities makes such qualification necessary, other than such franchises, licenses, permits, authorizations and approvals except where the lack of whichfailure to be so qualified would not reasonably be expected to, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and Sub complete and correct copies of the memorandum Second Restated Certificate of Incorporation and articles of association By-Laws of the Company and such other constituent instruments the comparable governing documents of the Company as may existeach of its Subsidiaries, in each case as amended to the date of this Agreement Agreement. Other than as set forth in Section 4.1 of the Company's disclosure letter (as so amended, the “"Company Constituent Instruments”), and Disclosure Letter") delivered concurrently with the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries in any material respect.

Organization, Standing and Power. Each of the Company and its subsidiaries (each of the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing, has not had, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify would qualified or licensed has not reasonably be expected to have had, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered made available to the Parent Buyer Parties, prior to execution of this Agreement, true and complete copies of the memorandum and articles organizational or governing documents of association each of the Company and such other constituent instruments Subsidiaries. None of the Company as may exist, each as amended to the date Subsidiaries is in violation of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, its organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreementor governing documents.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”each, a "COMPANY SUBSIDIARY") (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized organized, other than defects in such organization, existence or good standing that, individually and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and (b) has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such corporate power and authority, franchises, licenses, permits, authorizations and approvals the lack of which, individually or and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except where or the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”"COMPANY CHARTER"), and the comparable charterby-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this AgreementAgreement (as so amended, the "COMPANY BY-LAWS").

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Missouri. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or 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. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as and where presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership character of the properties owned or leasing of its properties leased by it make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company (the “Company Charter”) and such other constituent instruments bylaws of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsBylaws”), and the comparable charter, organizational documents and other constituent instruments ) in effect as of each Company Subsidiary, in each case as amended through the date of this Agreement. The Company is not in violation of any of the provisions of the Company Charter or Company Bylaws, in each case, in any material respect.

Organization, Standing and Power. Each of the Company and its subsidiaries each Company Subsidiary (the “Company Subsidiaries”a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and (b) has the full corporate (limited liability company or partnership) power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals (other than Company Licenses, “Permits”) necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals Permits the lack of which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect or have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or to consummate the Transaction prior to the End Date. Each of the Company and each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, Company Material Adverse Effect or have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered Transaction prior to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this AgreementEnd Date.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or 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. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent true Parent, prior to execution of this Agreement, accurate and complete copies of the memorandum and articles Memorandum of association Association of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsMemorandum of Association”), ) and the comparable charter, organizational documents amended and other constituent instruments restated bye-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bye-laws”).

Organization, Standing and Power. (a) Each of the Company Party and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized of its organization and has the corporate all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct carry on its businesses business as presently now being conducted, except in the case of any Subsidiary of any Company Party (other than than, with respect to the Company, Opco LLC), where the failure to be so organized or in good standing or to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each Company Party and each Company Subsidiary its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its business or its ownership the ownership, leasing or leasing operation of its properties make makes such qualification necessary or licensing necessary, except where the failure to be so qualify qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. . (b) The Company has delivered previously made available to the Parent true and complete copies of the memorandum Company’s certificate of incorporation (the “Company Charter”) and articles bylaws (the “Company Bylaws”) and the certificate of association formation of Opco LLC and the Company and such other constituent instruments of the Company as may existOpco LLC Agreement, in each case as amended to the date of this Agreement (as so amendedtogether with the Company Charter and the Company Bylaws, the “Company Constituent InstrumentsOrganizational Documents”), and each of the comparable charter, organizational documents Company Organizational Documents as so made available is in full force and other constituent instruments effect. Neither the Company nor Opco LLC is in violation of each any provision of the Company Subsidiary, in each case as amended through the date of this AgreementOrganizational Documents.

Organization, Standing and Power. (a) Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate all requisite corporate, limited liability, partnership or other entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted. Section 3.01(a) of the Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. The Company and each Company Subsidiary is duly qualified and in good standing to do business in each jurisdiction in which the conduct or nature of its business or the ownership, other than leasing or holding of its properties make such franchisesqualification necessary, licenses, permits, authorizations and approvals except such jurisdictions where the lack of whichfailure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. . (b) The Company has delivered made available to the Parent true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the by-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Significant Company Subsidiary, in each case as amended through the date of this Agreement.amended

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of the Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments that constitutes a “significant subsidiary” of the Company as may existwithin the meaning of Item 601(b)(21)(ii) of Regulation S-K (the “Company Significant Subsidiaries”), each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. (a) Each of the Company and its subsidiaries Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or equivalent) under the laws Laws of the jurisdiction in which it is organized and of its organization, (ii) has the all requisite corporate or similar power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted and (iii) is duly qualified or licensed to conduct do business and is in good standing (with respect to jurisdictions that recognize such concept or equivalent) in each jurisdiction in which the nature of its businesses business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of clause (iii), and in the case of clauses (i) and (ii) as presently conductedthey relate to Subsidiaries, other than where the failure to be so organized or validly existing, or to have such franchisespower or authority, licensesor to be so qualified, permits, authorizations and approvals the lack of whichlicensed or in good standing (with respect to jurisdictions that recognize such concept or equivalent), individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions . (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. b) The Company has delivered filed with the SEC, prior to the Parent date of this Agreement, true and complete copies of the memorandum Company’s certificate of incorporation (the “Company Charter”) and articles of association of bylaws (the “Company and such other constituent instruments of the Company as may existBylaws”), in each case as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”)Agreement, and each is in full force and effect. The Company is not in violation of any provision of the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this AgreementCharter or Company Bylaws.

Organization, Standing and Power. Each of the Company and its subsidiaries each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals Permits necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted (the “Company Permits”), other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority or to possess Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum amended and articles restated certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents and other constituent instruments by-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”).

Organization, Standing and Power. (a) Each of Seller, the Company Subsidiary Transferors and its subsidiaries those of Seller’s Controlled Affiliates that are or will be parties to the Ancillary Agreements (the Seller, the Subsidiary Transferors and such Seller’s Controlled Affiliates, the “Company SubsidiariesSeller Contracting Parties”) is an entity duly organized, validly existing and in good standing (except in any jurisdiction that does not recognize such a concept) under the laws Laws of the jurisdiction in which it is organized and of its organization. Each of the Seller Contracting Parties that are or will be parties to the Ancillary Agreements (i) has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold or operate its assets and properties and assets and to conduct its businesses business as presently currently conducted, other than and (ii) is duly qualified or licensed to do business and is in good standing (except in any jurisdiction that does not recognize such franchisesa concept) in each jurisdiction in which the nature of its business or the ownership, licensesleasing, permitsholding or operation of its assets and properties and the conduct of its business as currently conducted makes such qualification or licensing necessary, authorizations except, in each case of clauses (i) and approvals (ii), where the lack of whichfailure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company . (b) Seller has made available to Purchaser complete and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete correct copies of the memorandum organizational documents of each of Seller and articles of association of the Company and such each other constituent instruments of the Company as may existSeller Contracting Party, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), supplemented or otherwise modified through (and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through including) the date of this Agreement.

Organization, Standing and Power. (a) Each of the Company and its subsidiaries Acquired Corporations (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Laws of the its jurisdiction in which it is organized and of incorporation, (ii) has the all requisite corporate or similar power and authority and possesses all necessary governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses business as presently conductedconducted and as proposed to be conducted in all material respects and to perform its obligations under all Contracts by which it is bound, other than and (iii) is duly qualified or licensed to do business as a corporation and is in good standing (with respect to jurisdictions that recognize such franchisesconcept) in each jurisdiction in which the nature of its business or the ownership, licensesleasing or operation of its properties makes such qualification or licensing necessary, permits, authorizations and approvals the lack of whichexcept as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. . (b) The Company has delivered made available to the Parent or Parent’s Representatives true and complete copies of the memorandum certificate of incorporation, bylaws and articles other charter and organizational documents, as applicable, of association each of the Company Acquired Corporations, including all amendments thereto, as in effect on the Agreement Date, which certificate of incorporation, bylaws and such other constituent instruments charter and organizational documents are all in full force and effect. None of the Company as may existAcquired Corporations is in violation in any material respect of any of the provisions of its certificate of incorporation, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”)bylaws, and the comparable charter, other charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.documents

Organization, Standing and Power. (a) Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the its respective jurisdiction in which it is organized of incorporation and has the all requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted and as proposed to conduct its businesses as presently be conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability . Each of the Company to perform its obligations under this Agreement or on and the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where in which the ownership of its property or the nature of its business requires such qualification, except for such failures, if any, to be so qualified and in good standing, which either individually or its ownership or leasing of its properties make such qualification necessary except where in the failure to so qualify aggregate would not reasonably be expected to have a Company "Material Adverse Effect" (as hereinafter defined) on the Company. Material Adverse Effect when used in connection with any entity means any change or effect that is materially adverse to the business, financial condition, results of operations, properties, assets or liabilities of such entity taken as a whole. Except as set forth on Schedule 2.1(a), the Company has no direct or indirect equity interest in or loans to any partnership, corporation, joint venture, business association or other entity. The Company has delivered to the Parent true Purchaser complete and complete correct copies of the memorandum Certificate of Incorporation and articles of association Bylaws, or similar charter documents, of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended to the date hereof and will furnish to Purchaser true and correct copies of any amendments thereto through the date term of this Agreement. (b) Except for the Company Subsidiary, which is wholly-owned by the Company, the Company has no Subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business entity.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries Subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary necessary, except where the failure to be so qualify qualified would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent Purchaser true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company --------------------------------- and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, -------------------- validly existing and in good standing under the laws of the jurisdiction in which it is organized organized, and has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure (i) to be duly organized, validly existing and in good standing, in each case, other than any such failure in respect of the Company or the Partnership (as defined in Section 6.12(b)), or (ii) to have such power or authority or to possess such franchises, licenses, permits, authorizations and approvals the lack of whichapprovals, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, Company (a "Company Material ---------------- Adverse Effect") or a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to -------------- consummate the Transactions (a “Company Material Adverse Effect”)transactions contemplated by this Agreement. The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where other than such failures to qualify that, individually or in the failure to so qualify aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles certificates of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (the "Company Charter"), and the By-laws of the Company, as so amended, amended to the “date of ---------------- this Agreement (the "Company Constituent Instruments”By-laws"), and the comparable charter, charter and --------------- organizational documents and other constituent instruments of each Company Subsidiary, in each case case, as amended through the date of this Agreement.

Organization, Standing and Power. Each of Except as otherwise disclosed in the Jinhao Disclosure Letter, the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany and its subsidiaries taken as a whole, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “the Company Material Adverse Effect”). The Company and each Company Subsidiary of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a the Company Material Adverse Effect. The the Company has delivered to the Parent Acquiror Company true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and true and complete copies of each of the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryof its subsidiaries, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate limited liability company power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association formation and operating agreement of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable articles of formation, operating agreements, charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (each of the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept). Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted and to own, other than such franchises, licenses, permits, authorizations lease and approvals the lack of which, individually or use its assets in the aggregatemanner in which its assets are currently owned, has not had leased and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability used. Each of the Company to perform its obligations under this Agreement or on the ability of and the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum amended and articles restated certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents amended and other constituent instruments restated bylaws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bylaws”) and true and complete copies of the articles of incorporation, bylaws and limited liability company agreements (or equivalent constituent documents) of each Company Subsidiary in effect as of the date of this Agreement and all of the foregoing documents are in full force and effect and none of the Company or any Company Subsidiary is in violation of any applicable provisions of any such documents.

Organization, Standing and Power. Each Seller and each of the Company and its subsidiaries (the “Company Subsidiaries”) Seller Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted and as contemplated by Seller to be conducted. Seller and each Seller Subsidiary is duly qualified to do business and is in good standing in all jurisdictions where the nature of its business or its ownership of its properties make such qualification necessary or beneficial, other than except in such franchises, licenses, permits, authorizations and approvals jurisdictions where the lack of whichfailure to be so qualified or in good standing, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Seller Material Adverse Effect. The Company has delivered Schedule 4.01 to the Parent Seller Disclosure Schedule sets forth a true and complete list for Seller and each Seller Subsidiary, of its jurisdiction of organization and each jurisdiction in which it is qualified to do business. True and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amendedSeller Charter, the “Company Constituent Instruments”), Seller By-laws and the comparable chartercharter documents, by-laws, organizational documents and other constituent instruments partnership, limited liability company and joint venture agreements of each Company Subsidiary, of the Seller Subsidiaries (and in each case as amended through all amendments thereto) have been delivered to Purchaser. Neither Seller nor any of the date Seller Subsidiaries is in violation of this Agreementany term of its respective charter or by-laws (or other organizational documents).

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. Effect The Company has delivered to the Parent true and complete copies of the memorandum certificate of organization and articles of association operating agreement of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”"), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries each Significant Company Subsidiary (the “Company Subsidiaries”as defined below) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority to own and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold operate its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Significant Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where or the failure to so qualify would not has had or could reasonably be expected expected, individually or in the aggregate, to have a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company and the Company Subsidiaries (as defined in Section 3.02), taken as a whole, or on the ability of the Company to consummate the transactions contemplated by this Agreement (a "Company Material Adverse Effect"). The Company has delivered made available to the Parent true and complete copies of the memorandum and articles Certificate of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter") and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Significant Company Subsidiary, in each case as amended through the date of this Agreement.. For purposes of this Agreement, a "Significant Company

Organization, Standing and Power. Each of the Company and its subsidiaries each of the Company’s Subsidiaries, including the Partnership and the General Partner (collectively, the “Company Subsidiaries”) ), is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate case of good standing, to the extent such jurisdiction recognizes such concept), with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, operate or lease or otherwise hold its properties and assets and to conduct carry on its businesses business as presently now being conducted, other than such franchisesexcept where the failure to be so organized, licenses, permits, authorizations and approvals the lack of which, individually existing or in the aggregategood standing, or to have such power or authority, has not had and would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership the ownership, operation or leasing of its properties make and assets makes such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered made available to the Parent Purchaser, prior to execution of this Agreement, true and complete correct copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents and other constituent instruments bylaws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bylaws”), as well as the Organizational Documents of each of the Company Subsidiaries. Neither the Company nor any Company Subsidiary is in material violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of Seller, the Company Duluth & Northeastern Railroad Company, each Acquired Entity and its subsidiaries (each other member of the “Company Subsidiaries”) Seller Group is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate or limited liability company power and authority (as applicable) and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct the Business and its other businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has have not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Seller Material Adverse Effect”Effect (as defined in Section 9.04(b)). The Each of Seller, the Duluth & Northeastern Railroad Company and each Company Subsidiary Acquired Entity is duly qualified to do business as a foreign corporation or limited liability company (as applicable) in each jurisdiction where the character of the Acquired Assets held by it or the nature of its business or its ownership or leasing of its properties the Business make such qualification necessary for it to conduct the Business as currently conducted by it except where the failure to so qualify would not reasonably be expected to have a Company Seller Material Adverse Effect. The Company Seller has delivered to the Parent Purchaser true and complete copies of the memorandum respective certificates of incorporation and articles by-laws or other organizational documents of association of Seller, the Duluth & Northeastern Railroad Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company SubsidiaryAcquired Entity, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or 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. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Purchaser, prior to execution of this Agreement, true and complete copies of the memorandum and articles restated certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents amended and other constituent instruments restated bylaws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bylaws”). The Company is not in violation of any of the provisions of the Company Charter or the Company Bylaws.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify would not has had or could reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to Parent prior to the Parent date of this Agreement true and complete copies of the memorandum Amended and articles Restated Articles of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the Restated Bylaws of the Company, as amended to the date of this Agreement (as so amended, the "Company Bylaws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except where or the failure to so qualify has had or would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to Parent prior to the Parent date of this Agreement true and complete copies of the memorandum Seventh Amended and articles Restated Certificate of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the Amended and Restated Bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”), and the comparable charter, charter and organizational documents and other constituent instruments of each material Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each Cantix and each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCantix, a material adverse effect on the ability of the Company Cantix to perform its obligations under this Agreement or on the ability of the Company Cantix to consummate the Transactions (a “Company Cantix Material Adverse Effect”). The Company Cantix and each Company Subsidiary of its Subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Cantix Material Adverse Effect. The Company Cantix has delivered to the Parent Company true and complete copies of the memorandum and articles of association of the Company Cantix and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Cantix Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryof its Subsidiaries, in each case as amended through to the date of this AgreementAgreement (the “Subsidiary Constituents Instruments”).

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or and in the aggregate, has not had and would is not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make makes such qualification necessary except where or the failure to so qualify would not has had or is reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”"COMPANY CHARTER"), and the Bylaws of the Company, as amended to the date of this Agreement (as so amended, the "COMPANY BYLAWS"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company SubsidiarySignificant Subsidiary (as defined in Section 9.03) of the Company, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is ), if any, are duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is are duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The As of the closing the Company has shall have delivered to the Parent true and complete copies of the memorandum and articles Certificate of association Incorporation of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement delivery (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreementdelivery.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or 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. Each of the Company and the Company Subsidiaries has the all requisite corporate or similar power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such franchises, licenses, permits, authorizations and approvals jurisdictions where the lack of whichfailure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true Made Available accurate and complete copies of the memorandum and articles of association of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement Date (as so amended, the “Company Constituent InstrumentsArticles of Association”), and the comparable charter, organizational documents and other constituent instruments Company Articles of each Company Subsidiary, in each case Association as so Made Available have not been further amended through the date of this Agreementor otherwise modified.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement the Transaction Agreements or on the ability of the Company to consummate the Merger and the other Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company Bylaws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing (or as applicable in the appropriate jurisdiction) under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where the failure to be so qualify would qualified has not reasonably be had and is not expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles its current Certificate of association of the Company and such other constituent instruments of the Company as may existIncorporation, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the current By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent Textmunication true and complete copies of the memorandum certificate of organization and articles of association operating agreement of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (each of the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and and, if applicable, in good standing under the laws of the jurisdiction in which it is organized and has full corporate, limited liability company or other, as the corporate case may be, power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and and, if applicable, each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify has not had or would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent Newco true and complete copies of the memorandum and articles certificates of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the comparable charterBy-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this AgreementAgreement (the “Company By-laws”) and comparable charter or organizational documents for each of the Company Subsidiaries.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing (or as applicable in the appropriate jurisdiction) under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would is not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where the failure to be so qualify would qualified has not reasonably be had and is not expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum its Second Amended and articles Restated Certificate of association of the Company and such other constituent instruments of the Company as may existIncorporation, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association constitution of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. (a) Each of the Company and each of its subsidiaries (the “Company Subsidiaries”"COMPANY SUBSIDIARIES") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals approvals, and has made all filings, registrations and declarations, in each case whether domestic or foreign, necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, conducted in each case other than such franchises, licenses, permits, authorizations authorizations, approvals, filings, registrations and approvals declarations the lack of which, individually or and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03). . (b) The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make makes such qualification necessary except where the failure to so qualify has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”"COMPANY CHARTER"), and the by-laws of the Company, as amended to the date of this Agreement (as so amended, the "COMPANY BY-LAWS"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries Subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals approvals, and has made all filings, registrations and declarations, in each case whether domestic or foreign, necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, in each case other than such franchises, licenses, permits, authorizations authorizations, approvals, filings, registrations and approvals declarations the lack of which, individually or and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where the failure to so qualify has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association organization of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the by- laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and Company, each of its subsidiaries (the “Company Subsidiaries”) and Vivelle Ventures LLC (“Vivelle”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except in the case of the Company Subsidiaries and Vivelle, where the failure of any such franchises, licenses, permits, authorizations and approvals the lack of whichCompany Subsidiary or Vivelle to be in good standing would not reasonably be expected to, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and Each of the Company, each Company Subsidiary and, to the knowledge of the Company, Vivelle is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make makes such qualification necessary except or licensing necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the comparable charterBy-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this Agreement.Agreement (as so amended, the “Company By-laws”). Table of Contents

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted as of the date of this Agreement, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where necessary, other than such qualifications the failure to so qualify would lack of which, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter or organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries each Company Subsidiary (the “Company Subsidiaries”a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and (b) has the full corporate (or limited liability company) power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals (“Permits”) necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals Permits the lack of which, individually or in the aggregate, has have not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where in which the conduct or nature of its business or its ownership the ownership, leasing or leasing holding of its properties make makes such qualification necessary necessary, except such jurisdictions where the failure to be so qualify would qualified or in good standing, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent Investor true and complete copies of the memorandum and articles restated certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), the restated by-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted and as described in the private placement memorandum used in the Financing (the “PPM”), other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany or any Company Subsidiaries, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organizedorganized or formed, as applicable, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction), except in the case of Company Subsidiaries where any such failure would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries (a) has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations conducted and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary b) is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership ownership, leasing or leasing operation of its properties make makes such qualification necessary except or licensing necessary, other than where the failure to have such power and authority or to be so qualify qualified or licensed would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered to the Parent true True and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsArticles”), and the comparable charterbylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”) are included in the Filed Company SEC Documents. The Company has made available to Parent the organizational documents and other constituent instruments of each material Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may existorganizational documents, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction), except in the case of Company Subsidiaries where any such failure would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries (a) has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations conducted and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary b) is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make makes such qualification necessary except or licensing necessary, other than where the failure to have such power and authority or to be so qualify qualified or licensed would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered to the Parent true True and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the comparable charterBy-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this AgreementAgreement (as so amended, the “Company By-laws”), are included in the Filed Company SEC Documents.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, Company or a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Merger and the other Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where or the failure to so qualify has had or would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized of its incorporation or organization and each has the corporate requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct carry on its businesses business as presently currently conducted, other than except for such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and failures as would not reasonably be expected to have a be material adverse effect on the Company, a material adverse effect on the ability to any of the Company to perform or its obligations under this Agreement or on the ability Subsidiaries. Each of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary its Subsidiaries is duly qualified to do business as a foreign corporation and is in each good standing in every jurisdiction where the nature of its properties, owned, leased or operated, or the business or its ownership or leasing of its properties make conducted by it requires such qualification necessary qualification, except where the failure to so qualify for such failures as would not reasonably be expected to have a be material to any of the Company Material Adverse Effector its Subsidiaries. The Company has delivered made available to the Parent (i) a true and complete copies of the memorandum and articles of association correct copy of the Company Articles and such other constituent instruments of the Company as may existBylaws, each as amended to the date of this Agreement (as so amendedcollectively, the “"Company Constituent Instruments”Governing Documents") and (ii) the charter and by-laws, or like organizational documents (collectively, "Subsidiary Governing Documents"), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Governing Documents and each Company Subsidiary is not in violation of its respective Subsidiary Governing Documents, except for such violations as would not reasonably be expected to be material to the Company or such Company Subsidiary, as the case as amended through the date of this Agreementmay be.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and other than the requirement to fully fund the capital of a Subsidiary, Zhejiang Zhongchai Machinery Co., Ltd. (“Zhongchai Machinery”) and complete the corporate registration of Zhongchai Machinery possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary Subsidiary, other than Zhongchai Machinery is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and and, where relevant, in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would is not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03(a)). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except other than in any such jurisdiction where the failure to so qualify would qualify, individually or in the aggregate, has not had or is not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate case of good standing, to the extent such jurisdiction recognizes such concept), with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, operate or lease or otherwise hold its properties and assets and to conduct carry on its businesses business as presently conductednow being conducted except where the failure to be so organized, other than existing or in good standing, or to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership the ownership, operation or leasing of its properties make and assets makes such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent and Merger Sub, prior to execution of this Agreement, true and complete correct copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents and other constituent instruments bylaws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bylaws”), as well as the Organizational Documents of each of the Company Subsidiaries. Neither the Company nor any Company Subsidiary is in material violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries each of the Company's Subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate case of good standing, to the extent such jurisdiction recognizes such concept), with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, operate or lease or otherwise hold its properties and assets and to conduct carry on its businesses business as presently conductednow being conducted except where the failure to be so organized, other than existing or in good standing, or to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership the ownership, operation or leasing of its properties make and assets makes such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent and Merger Sub, prior to execution of this Agreement, true and complete correct copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”), Charter") and the comparable charter, organizational documents and other constituent instruments bylaws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the "Company Bylaws"), as well as the Organizational Documents of each of the Company Subsidiaries. Neither the Company nor any Company Subsidiary is in material violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) -------------------------------- is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material ----------------- Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in -------------- each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”"), and the comparable charter, -------------------------------- organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be in good standing has not had a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the all requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses in all material respects as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability . Each of the Company to perform its obligations under this Agreement or on the ability of and the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary Subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum amended and articles restated certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents amended and other constituent instruments restated by-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”). Each of the Company and the Company Subsidiaries is in compliance with the provisions of their respective Charter Documents in all material respects.

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized state of Florida and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect on (i) the Companybusiness, a material adverse effect prospects, assets, condition (financial or otherwise) or results of operations of the Company on the ability of the Company to perform its obligations under this Agreement or (ii) on the ability of the Company to consummate the Merger and the other Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where or the failure to so qualify would not has had or could reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the comparable charterBy-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this AgreementAgreement (as so amended, the "Company By-laws").

Organization, Standing and Power. Each of the Company and its subsidiaries each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate power and authority and possesses all governmental franchisescase of good standing, licensesto the extent such jurisdiction recognizes such concept), permitsexcept, authorizations and approvals necessary in the case of the Company Subsidiaries, where the failure to enable it to ownbe so organized, lease existing or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of whichin good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite power and authority and possesses all Permits necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum and articles restated certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents and other constituent instruments by-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”).

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) is duly incorporated or organized, validly existing existing, and in good standing under the laws of the jurisdiction in which it is organized Companies Xxx 0000 of the Solomon Islands and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations authorizations, and approvals necessary to enable it to own, lease lease, or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations authorizations, and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the financial position, assets, property, business or operations of the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association organization and bylaws of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter Documents”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Parent, AMI, ADI and its subsidiaries (the “Company Subsidiaries”) AIHI is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct the Business and its other businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has have not had and would could not reasonably be expected to have a material adverse effect (i) on the Companybusiness, assets, condition (financial or otherwise) or results of operations of the Seller and its subsidiaries, taken as a material adverse effect whole, or of the Business, (ii) on the ability of the Company Seller to perform its obligations under this Agreement or the documents to be executed in connection herewith or (iii) on the ability of the Company Seller to consummate the Transactions transactions contemplated hereby (a “Company a, "Material Adverse Effect”"). The Company Each of the Parent, AIFI, AMI and each Company Subsidiary ADI is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the Acquired Assets held by it or the nature of its business or its ownership or leasing of its properties the Business make such qualification necessary for it to conduct the Business as currently conducted by it except where the failure to be so qualify qualified would not reasonably be expected to have result in a Company Material Adverse Effect. The Company Each of the Parent, AIFI, AMI and ADI has delivered to the Parent Buyer true and complete copies of the memorandum their respective certificates of incorporation and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryby-laws, in each case as amended through the date of this Agreement. Except as set forth on Schedule 2.1, none of the affiliates of the Seller is presently engaged in the operation or conduct of the Business.

Organization, Standing and Power. Each of the Company and each of its subsidiaries listed in Part 3.02(a) of the Company Disclosure Letter (the “Company Subsidiaries” and any one of them being a “Subsidiary”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the all requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify has not had and would not reasonably be expected to have (i) a material adverse effect on the Company and the Subsidiaries, taken as a whole, (ii) a material adverse effect on the ability of the Company to perform its obligations under this Agreement, or (iii) a material adverse effect on the ability of the Company to consummate the Merger and the other Transactions, with clauses (i) through (iii) constituting a “Company Material Adverse Effect”. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles Articles of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify would has not had and could not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to Parent or Merger Subsidiary prior to the Parent date of this Agreement true and complete copies of the memorandum Third Amended and articles of association Restated Memorandum and Articles of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCompany’s Articles”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries each Subsidiary of the Company (collectively, the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals Permits necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted (the “Company Permits”), other than except where the failure to have such franchises, licenses, permits, authorizations and approvals power or authority or to possess the lack of whichCompany Permits, individually or in the aggregate, has not had had, and would not reasonably be expected to have a material adverse effect on the Companyhave, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of Except as otherwise disclosed in the CompanyDisclosure Letter, the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany and its subsidiaries taken as a whole, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse EffectEffect ”). The Company and each Company Subsidiary of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent Acquiror Company true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and true and complete copies of each of the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryof its subsidiaries, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and Company, each of its subsidiaries (the “Company Subsidiaries”) and Vivelle Ventures LLC (“Vivelle”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except in the case of the Company Subsidiaries and Vivelle, where the failure of any such franchises, licenses, permits, authorizations and approvals the lack of whichCompany Subsidiary or Vivelle to be in good standing would not reasonably be expected to, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and Each of the Company, each Company Subsidiary and, to the knowledge of the Company, Vivelle is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make makes such qualification necessary except or licensing necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the comparable charterBy-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this AgreementAgreement (as so amended, the “Company By-laws”).