Common use of Organization; Subsidiaries Clause in Contracts

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted or presently proposed to be conducted. The To the Company's Knowledge, the Company is duly qualified and licensed as a foreign corporation to do business, business and is in good standing (and has paid all relevant franchise or analogous taxes), ) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to be so qualify qualified or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the The Company owns, either directly or indirectly through one or more of its Subsidiaries, all of the capital stock or other equity interests of the Significant its Subsidiaries free and clear of all liensLiens, charges, claims, security interests, restrictions, options, proxies, voting trusts or except those Liens pursuant to the credit and other encumbrances ("Encumbrances") and (ii) there loan agreements existing as of the date hereof. There are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b. (c) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any Each Subsidiary is a corporation, limited liability company, partnership, business association or other PersonPerson duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the Laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. To the Company's Knowledge, each Subsidiary of the Company is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure of one or more Subsidiaries to be so qualified or licensed, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

Organization; Subsidiaries. Each of Target and each subsidiary of Target (aeach a "Subsidiary") The Company is a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware organization. Each of Target and each Subsidiary has the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not have a Material Adverse Effect on Target. The Company Each of Target and each Subsidiary is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure for such failures to be so qualify qualified or be licensed, individually or licensed and in the aggregate, has not had and good standing that would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporationEffect on Target. A true and complete list of all the Subsidiaries, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under together with the laws of its jurisdiction of organization and has the power and authority to carry on its business as it incorporation of each Subsidiary, is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) 2.1 of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Target Disclosure Schedule"). Target is the owner of all outstanding shares of capital stock of each Subsidiary and all such shares are duly authorized, (i) the Company ownsvalidly issued, either directly or indirectly through one or more Subsidiaries, all fully paid and nonassessable. All of the outstanding shares of capital stock or other equity interests of the Significant Subsidiaries each Subsidiary are owned by Target free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts encumbrances or other encumbrances ("Encumbrances") and (ii) there rights of others. There are no outstanding subscription rightssubscriptions, options, warrants, puts, calls, rights, exchangeable or convertible or exchangeable securities or other rights commitments or agreements of any character whatsoever relating to the issued or unissued capital stock or other equity interests securities of any Significant Subsidiary, or otherwise obligating Target or any contractSubsidiary to issue, agreement transfer, sell, purchase, redeem or other commitment of otherwise acquire any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rightssuch securities. Except for the Subsidiaries and except as set forth on in Section 3.1(b) 2.1 of the Company Target Disclosure Schedule, the Company Target does not own, directly or indirectlyindirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in in, any corporation, partnership, limited liability company, partnership, joint venture or other business association or other Personentity.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensedlicensed would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. A correct and complete copy of the bylaws of the Company as shall be in effect as of the Closing is attached hereto as Exhibit D (the "By-Laws"). (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authorityauthority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Schedule 2.1(b), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure ScheduleSchedule 2.1(b), the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

Organization; Subsidiaries. (a) The Company Each of Acquiror and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the State its jurisdiction of Delaware and incorporation, (ii) has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property and to carry on its business as it is now being conducted. The Company , and (iii) is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxeswith respect to jurisdictions that recognize such concept), in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business makes such qualification necessary, or licensing necessary (except where to the extent that failure to so qualify or be licensed, individually or as a foreign corporation in the aggregate, has any such jurisdiction will not had and would not reasonably be expected to have a Material Adverse Effect). (b) Each Significant Subsidiary A true and complete list of all Subsidiaries of Acquiror is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Acquiror Disclosure Schedule"). Acquiror is the owner of all outstanding shares of capital stock of each of its Subsidiaries and all such shares are duly authorized, (i) the Company ownsvalidly issued, either directly or indirectly through one or more Subsidiaries, all fully paid and nonassessable. All of the outstanding shares of capital stock or other equity interests of the Significant each of its Subsidiaries are owned by Acquiror free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts encumbrances or other encumbrances ("Encumbrances") and (ii) there rights of others. There are no outstanding subscription rightssubscriptions, options, warrants, puts, calls, rights, exchangeable or convertible or exchangeable securities or other rights commitments or agreements of any character whatsoever relating to the issued or unissued capital stock or other equity interests securities of any Significant Subsidiaryof its Subsidiaries, or otherwise obligating Acquiror or any of its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. All outstanding shares of capital stock of each of its Subsidiaries were issued in compliance with all applicable federal and state securities laws. (c) MergerSub is a direct, wholly owned subsidiary of Acquiror, was incorporated on February 14, 2001 solely for the purpose of engaging in the transactions contemplated hereby. MergerSub has no contracts (other than this Agreement), material assets or liabilities, or employees. MergerSub has engaged in no business activities and has conducted no operations except as contemplated hereby. MergerSub does not directly or indirectly own any equity or similar interest in, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, interest convertible into or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectlyexercisable for, any equity or similar interest in in, any corporation, partnership, limited liability company, partnership, joint venture or other business association or other Personentity.

Organization; Subsidiaries. (a) The Company Coulxxx xxx each Subsidiary of Coulxxx (x) is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the State its jurisdiction of Delaware and incorporation, (ii) has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property and to carry on its business as it is now being conducted. The Company , and (iii) is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxeswith respect to jurisdictions that recognize such concept), in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing A true and in good standing under complete list of all the laws Subsidiaries of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as Coulxxx xx set forth in Section 3.1(b) Exhibit 21 of the disclosure schedule delivered by Coulxxx Xxxual Report on Form 10-K for the Company to fiscal year ended December 31, 1999. Coulxxx xx the Investors on the date hereof (the "Company Disclosure Schedule")owner of all outstanding shares of capital stock of each Subsidiary of Coulxxx xxx all such shares are duly authorized, (i) the Company ownsvalidly issued, either directly or indirectly through one or more Subsidiaries, all fully paid and nonassessable. All of the outstanding shares of capital stock or other equity interests of the Significant Subsidiaries free each Subsidiary of Coulxxx xxx owned by Coulxxx xxxe and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts encumbrances or other encumbrances ("Encumbrances") and (ii) there rights of others. There are no outstanding subscription rightssubscriptions, options, warrants, puts, calls, rights, exchangeable or convertible or exchangeable securities or other rights commitments or agreements of any character whatsoever relating to the issued or unissued capital stock or other equity interests securities of any Significant SubsidiarySubsidiary of Coulxxx, xx otherwise obligating Coulxxx xx any Subsidiary of Coulxxx xx issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. (c) Neither Coulxxx xxx any Subsidiary of Coulxxx xxxectly or indirectly owns any equity or similar interest in, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, interest convertible into or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectlyexercisable for, any equity or similar interest in in, any corporation, partnership, limited liability company, partnership, joint venture or other business association or entity (other Personthan the Subsidiaries of Coulxxx).

Organization; Subsidiaries. (a) 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 corporate authority to carry on its business as it is now being conducted. The Except as set forth in Section 6.1 of the Company is Disclosure Schedule, the Company is, and as of the Closing Date will be, duly qualified and licensed to do business as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except in those jurisdictions where the failure to be so qualify or be licensedqualified and in good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Significant Subsidiary Sea Coast is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing Washington corporation and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) direct wholly-owned subsidiary of the disclosure schedule delivered by the Company. The Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, owns all of the capital stock or other equity interests of the Significant Subsidiaries Sea Coast free and clear of all liensLiens, chargesother than Permitted Liens, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant SubsidiarySea Coast, or any contract, agreement or other commitment of any character whatsoever Contracts to which the Company is a party relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary Sea Coast or pursuant to which any Significant Subsidiary Sea Coast is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. The Company does not own any direct or indirect equity interest in any entity other than Sea Coast. (c) Sea Coast is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted. Except for the Subsidiaries and except as set forth on in Section 3.1(b) 6.1 of the Company Disclosure Schedule, Sea Coast is, and, as of the Closing Date will be, duly qualified to do business as a foreign corporation and in good standing in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except in those jurisdictions where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other PersonMaterial Adverse Effect.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, licensed would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Schedule 2.1(b), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure ScheduleSchedule 2.1(b), the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other PersonPerson in excess of 9.9% of the outstanding equity.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has the all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company , and is duly qualified and or licensed to do business and, where applicable as a legal concept, is in good standing as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where in which the character of its assets owned property owned, leased or held under lease operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Section 3.1(b) of the Company Disclosure Letter sets forth the name, jurisdiction of incorporation and capitalization of each of the Company’s Subsidiaries, Affiliated PCs, Qualified Shareholders, and Joint Ventures, including a brief description of the business conducted by each such entity and the interest of the Company and its Subsidiaries therein. Other than as set forth in Section 3.1(b) of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business other than publicly traded securities constituting less than five percent of the outstanding equity of the issuing entity. Except as set forth in Section 3.1(b) of the Company Disclosure Letter, all the outstanding shares of capital stock of each of the Company’s Subsidiaries are owned directly or indirectly by the Company free and clear of all Liens, options or encumbrances of any kind and all material claims or charges of any kind, and are validly issued, fully paid and nonassessable, and there are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Subsidiary to any person except the Company. Except as set forth in Section 3.1(b) of the Company Disclosure Letter, the Company has heretofore delivered to the Buyer complete and correct copies of the certificate of incorporation and bylaws (or similar organizational documents) of each of the Company’s Subsidiaries, as currently in effect. (c) Each Significant Subsidiary of the Company’s Subsidiaries and, to the Company’s Knowledge, each of its Joint Ventures is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and its incorporation or organization, has the all requisite corporate or other power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.lease and operate

Organization; Subsidiaries. (a) The Company is a corporation Companies are each corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and has have the requisite corporate power and corporate authority to carry on its business their respective businesses as it is they are now being conducted or presently proposed to be conducted. The Company is To the Knowledge of the Companies, the Companies are each duly qualified and licensed as a foreign corporation corporations to do business, business and is are each in good standing (and has have paid all relevant franchise or analogous taxes), ) in each jurisdiction where the character of its their assets owned or held under lease or the nature of its business their businesses makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a Section 3.1(b)(i) of the Companies' Disclosure Schedule sets forth (i) each corporation, limited liability company, limited partnership partnership, business association or other business entity duly organizedPerson in which the Companies own any direct or indirect equity interest (each a "Subsidiary," and collectively the "Subsidiaries"), validly existing (ii) the ownership interest therein of the Companies or such other Subsidiary, (iii) if such Subsidiary is not directly or indirectly wholly-owned by the Companies, to the extent known by the Companies, the identity and in good standing under ownership interest of each of the laws other owners of its jurisdiction such Subsidiary, and (iv) to the Knowledge of organization and has the power and authority to carry on its business Companies, the United States federal income tax status of each Subsidiary as it is now being conducted except where a corporation, "Taxable REIT Subsidiary" of Pinnacle (within the failure to be in good standing meaning of Section 856(l) of the Code), "Qualified REIT Subsidiary" of Pinnacle (within the meaning of Section 856(i)(2) of the Code), partnership, or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectdisregarded entity. Except as set forth in on Section 3.1(b3.1(b)(i) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Companies' Disclosure Schedule"), Schedule (i) the Company ownsCompanies own, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liensEncumbrances, chargesother than Permitted Encumbrances, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Section 3.1(b)(i) of the Companies' Disclosure Schedule contains a complete and accurate organizational chart identifying the equity ownership of PTI and each of the Subsidiaries. (c) Except for the Subsidiaries and except as set forth on in Section 3.1(b3.1(c) of the Company Companies' Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any each Subsidiary is a corporation, limited liability company, partnership, business association or other PersonPerson duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. To the Knowledge of the Companies, each Subsidiary of the Companies is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary.

Organization; Subsidiaries. (a) The Company Vsource and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the all requisite corporate power and authority to carry on conduct its business as it in the manner in which its business is now currently being conducted. The Company Vsource and each of its subsidiaries is duly qualified and licensed to do business as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned the property owned, leased or held under lease operated by it or the nature of its business activities makes such qualification necessary, except where the failure to be so qualify or be licensedqualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect (as defined in Section 8.3) on Vsource. (b) Each Significant Subsidiary is a Neither Vsource nor any of its subsidiaries owns any capital stock of, or any equity interest of any nature in, any corporation, limited liability companypartnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1(b) of the Vsource Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Vsource. Part 2.1(b) also sets forth a list and the fair market value as of the date hereof any of such passive investments that have a fair market value as of the date hereof in excess of $250,000. Part 2.1(b) of the Vsource Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Vsource’s direct or indirect equity interest therein. Neither Vsource nor any of its subsidiaries has agreed or is obligated to make, or is bound by any Contract (as defined in Section 8.3) under which it may become obligated to make any future investment in or capital contribution to any other entity. Neither Vsource, nor any of its subsidiaries, has at any time been a general partner of any general partnership, limited partnership or other business entity duly organized, validly existing entity. (c) Vsource has delivered or made available to TEAM a true and in good standing under correct copy of the laws Certificate of Incorporation and Bylaws of Vsource and similar governing instruments of each of its jurisdiction subsidiaries, each as amended to date (collectively, the “Vsource Charter Documents”), and each such instrument is in full force and effect. Neither Vsource nor any of organization and has the power and authority to carry on its business as it subsidiaries is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) violation of any of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all provisions of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other PersonVsource Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and jurisdiction in which it is organized; (ii) has the requisite corporate or other power and authority to own, lease and operate its assets and property and to carry on its business as it is now being conducted. The Company is duly qualified ; and licensed (iii) except as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect (as defined in Section 8.3(c)) on the Company, is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. (b) Each Significant Subsidiary is a Neither the Company nor any of its subsidiaries owns any capital stock of, or any equity interest of any nature in, any corporation, limited liability companypartnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Schedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written or oral agreement, contract, lease, instrument, note, option, warranty, purchase order, license, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect, under which it may become obligated to make any future investment in or capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, has, at any time, been a general partner of any general partnership, limited partnership or other business entity duly organized, validly existing and in good standing under entity. Part 2.1 of the laws of its Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein and the Company’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the power Certificate of Incorporation and authority Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to carry on its business as it date (collectively, the “Company Charter Documents”), and each such instrument is now being conducted except where the failure to be in good standing or to have such power full force and authority, individually or in the aggregate, effect. The Company has not had taken any action in violation of any of the provisions of the Certificate of Incorporation and Bylaws of the Company. None of the Company’s subsidiaries have taken any action in violation of its respective governing instruments, except as would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors Effect on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other PersonCompany.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except necessary and where the failure to so qualify or be licensed, licensed would not individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is The Company's Annual Report on Form 10-K for the year ended December 31, 1998 (the "1998 10-K") and Schedule 2.1(b) sets forth a complete and correct list as of the date hereof of each corporation, limited liability company, limited partnership partnership, business association or other business entity duly organizedPerson with respect to which the Company has, validly existing and in good standing under the laws directly or indirectly, ownership of its jurisdiction of organization and has or rights with respect to securities or other interests having the power and authority to carry on its elect a majority of such Person's board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person which is a "Significant Subsidiary" as it is now being conducted except where defined in Rule 1-02(w) of Regulation S-X (each, a "Significant Subsidiary" and, collectively, the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect"Significant Subsidiaries"). Except as set forth in Section 3.1(b) the 1998 10-K or on Schedule 2.1(b), as of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the any Subsidiaries which are not Significant Subsidiaries and except as set forth in the 1998 10-K or on Section 3.1(b) Schedule 2.1(b), as of the Company Disclosure Schedule, date hereof the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

Organization; Subsidiaries. (a) 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 it is now being conducted. The As of the date hereof and prior to the Merger (as defined herein), the Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except necessary and where the failure to so qualify or be licensedlicensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. The failure of the Company to be so qualified and licensed in any jurisdiction following the Merger will not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is The Company's Annual Report on Form 10-K for the year ended December 31, 1999 (the "1999 10-K") and Schedule 2.1(b) sets forth a complete and correct list as of the date hereof of each corporation, limited liability company, limited partnership partnership, business association or other business entity duly organizedPerson with respect to which the Company has, validly existing and in good standing under the laws directly or indirectly, ownership of its jurisdiction of organization and has or rights with respect to securities or other interests having the power and authority to carry on its elect a majority of such Person's board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person which is a "Significant Subsidiary" as it is now being conducted except where defined in Rule 1-02(w) of Regulation S-X (each, a "Significant Subsidiary" and, collectively, the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect"Significant Subsidiaries"). Except as set forth in Section 3.1(b) the 1999 10-K or on Schedule 2.1(b), as of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the any Subsidiaries which are not Significant Subsidiaries and except as set forth in the 1999 10-K or on Section 3.1(b) Schedule 2.1(b), as of the Company Disclosure Schedule, date hereof the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, formed and validly existing and in good standing under the laws of the State of Delaware New Jersey. The Company is qualified to conduct business and is in good standing as a foreign corporation in the jurisdictions listed on Schedule 6(a)(ii) of the Disclosure Schedule, and there are no other jurisdictions where such qualification is required under applicable law, except any jurisdiction where the failure to be qualified would not, individually or in the aggregate, have a Material Adverse Effect. The Company has the all requisite corporate power and authority to carry on its the business as in which it is now being conductedengaged and to own and use the properties owned and used by it. The Company is duly qualified the successor-in-interest to substantially all of the assets of Logos purchased by the Company pursuant to that certain Asset Purchase Agreement of even date herewith by and licensed as a foreign corporation to do businessamong the Company, Logos and Sxxxxxxx (“Logos Purchase Agreement”), and is in good standing (and has paid all relevant franchise or analogous taxes)for the avoidance of doubt, in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now expressly agreed by the Sellers that the representations and warranties with respect to the Company in this Section 6 are being conducted except where made as of the failure to be in good standing or to have such power and authority, individually or in time immediately following consummation of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effecttransactions contemplated by the Logos Purchase Agreement. Except as set forth in Section 3.1(bon Schedule 6(a)(ii) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, more than fifty percent (50%) of the equity interests or voting control of any other corporation, partnership, limited liability company or other entity (each, a “Subsidiary”), nor does the Company own, directly or indirectly, any stock or other equity interest in any other corporation, partnership, limited liability company, partnership, business association company or other Personentity. As used in this Section 6, the term “Company” shall include each Subsidiary of the Company. For purposes of this Agreement, “Material Adverse Effect” means any change, effect, event or occurrence that is materially adverse to the assets, liabilities, business, results of operations and financial condition of the Company, but excluding any effect resulting from or relating to (i) general economic conditions or general effects on the industry in which the Business is primarily engaged, which do not disproportionately affect the Company, (ii) an outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or the occurrence of any other calamity or crisis (including any act of terrorism), (iii) any change in financial market or economic conditions in the United States or elsewhere, (iv) the announcement of the transactions contemplated by this Agreement, or (v) any change or amendment to any applicable law or any change in the manner in which any applicable law is or may be enforced.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensedlicensed could not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The minute books (containing the records of meetings of stockholders, the Board of Directors, and any committees of the Board of Directors), stock record books and certificate books of the Company contain complete and correct records in all material respects of all corporate actions taken at any such meetings and other corporate governance matters, the stock ownership of the Company and the transfer of the shares of its capital stock since the date of inception of the Company. Complete and correct copies of all of the foregoing have previously been made available to the Investors. (b) Schedule 3.1(b) sets forth a complete and correct list of each of the Subsidiaries. Except as set forth in Section on Schedule 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liensEncumbrances, charges, claims, security interests, restrictions, options, proxies, voting trusts other than transfer restrictions imposed by applicable federal and state securities Laws. All of the issued and outstanding shares of capital stock or other encumbrances ("Encumbrances"equity interests of each of the Subsidiaries held directly or indirectly by the Company have been duly authorized and are validly issued, fully paid and nonassessable. No shares of capital stock or other equity interests of any of the Subsidiaries are entitled to preemptive rights. Except as set forth on Schedule 3.1(b) and (ii) or as disclosed in the SEC Reports, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiaryof the Subsidiaries, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary of the Subsidiaries or pursuant to which the Company or any Significant Subsidiary of the Subsidiaries is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section Schedule 3.1(b) or as disclosed in the SEC Reports, there are no voting trusts, stockholders agreements, proxies or other Commitments or understandings to which any of the Company Disclosure ScheduleSubsidiaries is a party with respect to the voting or transfer of any capital stock or other equity interest of any of the Subsidiaries. Except as set forth on Schedule 3.1(b), the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person. (c) Each of the Subsidiaries is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as it is now being conducted. Except as set forth on Schedule 3.1(c), each of the Subsidiaries is duly qualified and licensed to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of the business conducted by it makes such qualification necessary except where the failures of all of such Subsidiaries to so qualify or be licensed could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The minute books or other records (containing the records of meetings of stockholders or other holders of other equity interests, the board of directors or other similar governing body, and any committees thereof), the stock ownership or analogous records and the certificate books of each of the Subsidiaries contain complete and correct records in all material respects of substantially all actions taken at any such meetings and other governance matters, the stock or other equity ownership of each of the Subsidiaries and the transfer of the shares of its capital stock or other equity interest since the date of inception of the applicable Subsidiary. Complete and correct copies of all of the foregoing have previously been made available to the Investors.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, licensed would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Schedule 2.1(b), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are ------------ no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure ScheduleSchedule 2.1(b), the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other PersonPerson in excess of 9.9% of the outstanding equity.

Organization; Subsidiaries. (a) 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 corporate authority to carry on its business as it is now being conducted. The Except as set forth in Section 3.1 of the Company is Disclosure Schedule, the Company is, and as of the Closing Date will be, duly qualified and licensed to do business as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except in those jurisdictions where the failure to be so qualify or be licensedqualified and in good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporationSea Coast Foods, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof Inc. (the "Subsidiary") is a Washington corporation and a direct wholly-owned subsidiary of the Company. The Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, owns all of the capital stock or other equity interests of the Significant Subsidiaries Subsidiary free and clear of all liensLiens, chargesother than Permitted Liens, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant the Subsidiary, or any contract, agreement or other commitment of any character whatsoever Contracts to which the Company is a party relating to issued or unissued capital stock or other equity interests of any Significant the Subsidiary or pursuant to which any Significant the Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. The Company does not own any direct or indirect equity interest in any entity other than the Subsidiary. (c) The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted. Except for the Subsidiaries and except as set forth on in Section 3.1(b) 3.1 of the Company Disclosure Schedule, the Company does not ownSubsidiary is, directly and, as of the Closing Date will be, duly qualified to do business as a foreign corporation and in good standing in each jurisdiction where the character of its assets owned or indirectlyheld under lease or the nature of its business makes such qualification necessary, any interest except in any corporationthose jurisdictions where the failure to be so qualified and in good standing would not, limited liability companyindividually or in the aggregate, partnership, business association or other Personhave a Material Adverse Effect.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxesTaxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, licensed do not and could not individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. The minute books (containing the records of meetings of stockholders, the Board of Directors, and any committees of the Board of Directors), stock record books and certificate books of the Company contain true, complete and accurate records in all material respects of all corporate actions taken at any such meetings and other corporate governance matters, the stock ownership of the Company and the transfer of the shares of its capital stock since January 1, 1997. Complete and correct copies of all of the foregoing have previously been made available to the Purchasers. (b) Schedule 2.1(b) sets forth a complete and correct list of each corporation, limited liability company, partnership, business association or other Person with respect to which the Company has, directly or indirectly, ownership of or rights with respect to securities or other interests having the power to elect a majority of such Person's board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person (each, a "Subsidiary" and, ---------- collectively, the "Subsidiaries"). Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Schedule 2.1(b), (i) the ------------ Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances"), other than ------------ transfer restrictions imposed by applicable federal and state securities laws. Except as set forth on Schedule 2.1(b) all of the issued and (iioutstanding shares of capital stock or other equity interests of each Subsidiary held directly or indirectly by the Company have been duly authorized and are validly issued, fully paid and nonassessable. No shares of capital stock or other equity interests of any Subsidiary are entitled to preemptive rights. Except as set forth on Schedule 2.1(b) or disclosed in the SEC Reports, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which the Company or any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(bSchedule 2.1(b) or disclosed in the SEC Reports, there are no voting trusts, stockholders agreements, proxies or other Commitments or understandings to which any Subsidiary is a party with respect to the voting or transfer of any capital stock or other equity interest of any Subsidiary. Except for (i) the Company Disclosure ScheduleSubsidiaries, (ii) assets held in benefit plans, (iii) corporate treasury transactions and (iv) as set forth on Schedule 2.1(b), the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person. (c) Each Subsidiary is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as it is now being conducted. Except as set forth on Schedule 2.1(c), each Subsidiary is duly qualified and licensed to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of the business conducted by it makes such qualification necessary, except where the failure of any such Subsidiary to so qualify or be licensed individually or in the aggregate do not and could not reasonably be expected to have a Material Adverse Effect. The minute books or other records (containing the records of meetings of stockholders or other holders of other equity interests, the board of directors or other similar governing body, and any committees thereof), the stock ownership or analogous records and the certificate books of each of the Subsidiaries contain in all material respects true, complete and accurate records of all actions taken at any such meetings and other governance matters, the stock or other equity ownership of each of such Subsidiaries and the transfer of the shares of its capital stock or other equity interest since January 1, 1997. Complete and correct copies of all of the foregoing have previously been made available to the Purchasers.

Organization; Subsidiaries. (a) The Company is has been duly incorporated and has a valid existence and the authorization to transact business as a corporation under the laws of the State of Nevada, with corporate power and authority to own its properties and conduct its business as now being conducted and as described in the Registration Statement, Prospectus and SEC Reports, and has been duly organized, validly existing qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except for such jurisdictions wherein the State of Delaware and has the requisite corporate power and authority failure to carry on its business as it is now being conducted. The Company is duly be so qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. (b) . Each Significant Subsidiary has been duly organized or incorporated and is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing under the laws of its jurisdiction of incorporation or organization, with power and authority to own its properties and conduct its business as now being conducted and as described in the Registration Statement, Prospectus and SEC Reports, and has been duly qualified for the transaction of business and is in good standing under the laws of its each other jurisdiction of organization and has the power and authority in which it owns or leases properties or conducts any business so as to carry on its business as it is now being conducted require such qualification, except where for such jurisdictions wherein the failure to be so qualified and in good standing or to have such power and authority, would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. Except as set forth disclosed in Section 3.1(b) of the disclosure schedule delivered by the Company SEC Reports and except as required pursuant to the Investors on the date hereof (the "Company Disclosure Schedule")this Agreement, (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, (i) securities of the Company or any of the Subsidiaries which are convertible into or exchangeable for shares of capital stock or voting securities of any Subsidiary or (ii) options or other rights to acquire from the Company or any Subsidiary, or other obligation of the Company or any character whatsoever relating Subsidiary to issued issue, any capital stock, voting securities or unissued securities convertible into or exchangeable for capital stock or other equity interests voting securities of any Significant SubsidiarySubsidiary (collectively, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant the “Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rightsSecurities”). Except for the Subsidiaries and except as set forth on Section 3.1(b) There are no outstanding obligations of the Company Disclosure Scheduleor any Subsidiary to repurchase, the Company does not own, directly redeem or indirectly, otherwise acquire any interest in any corporation, limited liability company, partnership, business association or other Personoutstanding Subsidiary Securities.

Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and jurisdiction in which it is organized; (ii) has the requisite corporate or other power and authority to own, lease and operate its assets and property and to carry on its business as it is now being conducted. The Company ; and (iii) is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), business in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business activities makes such qualification or licensing necessary, except where the failure to be so qualify or be licensed, individually or in the aggregate, has not had and qualified would not reasonably be expected to have a Company Material Adverse Effect. Part 3.1 of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where the Company or any of its Subsidiaries is qualified or licensed to do business. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and Other than the corporations identified in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) Part 3.1 of the Company Disclosure Schedule, neither the Company does not ownnor any of its Subsidiaries owns any capital stock of, directly or indirectlyany equity interest of any nature in, any interest Person. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any written or oral agreement, contract, lease, instrument, note, option, warranty, purchase order, license, insurance policy, benefit plan or legally binding commitment or undertaking of any nature under which it may become obligated to make any future investment in or capital contribution to any corporationother Person. Neither the Company nor any of its Subsidiaries has at any time been a general partner of any general partnership, limited liability company, partnership, business association partnership or other Person. Part 3.1 of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity, and the ownership of all securities of such entity, including the direct or indirect equity interest of the Company and each of its Subsidiaries therein (all of which are held free and clear of all Encumbrances). (c) The Company has delivered or made available to Parent true and correct copies of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its Subsidiaries, each as amended to date (collectively, the “Company Charter Documents”), and each such instrument is in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents. (d) Part 3.1(d) of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of the Company and its Subsidiaries. (e) The register of members and statutory books of the UK Subsidiary contain accurate records of the members of the UK Subsidiary and all the other information which they are required to contain under the UK Companies Act. All returns, particulars, resolutions and other documents required to be delivered by the UK Subsidiary to the UK Registrar of Companies have been duly delivered and no fines or penalties are outstanding. Neither the Company nor any of its Subsidiaries has received any notice of any application of any intended application for the rectification of the register of members of the UK Subsidiary. Neither the Company nor any of its Subsidiaries has provided any financial assistance as defined in Section 152(1) of the UK Table of Contents Companies Act directly or indirectly for the purpose of acquiring its own shares or those of any of its holding companies or reducing or discharging any liability so incurred. Neither the Company nor any of its Subsidiaries has any outstanding loan capital.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 3.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and jurisdiction in which it is organized; (ii) has the requisite corporate or other power and authority to own, lease and operate all of its assets and properties and to carry on its business as it is now being conducted. The Company ; and (iii) is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), business in each jurisdiction where the character of its assets owned or held under lease or (A) the nature of its the business or activities conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification necessary, except where or licensing necessary and (B) the failure to be so qualify or be licensed, individually or qualified would result in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and Other than the corporations identified in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) Part 3.1 of the Company Disclosure Schedule, neither the Company does not ownnor any of the other corporations identified in Part 3.1 of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 3.1 of the Company Disclosure Schedule. The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each subsidiary of the Company, free and clear of all Encumbrances, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of all preemptive rights, with no personal liability attaching to the ownership thereof. Neither the Company nor any interest of its subsidiaries has agreed or is obligated to make, or is bound by any written or oral agreement, contract, lease, instrument, note, option, warranty, purchase order, license, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any corporationfuture investment in or capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, has, at any time, been a general partner of any general partnership, limited liability company, partnership, business association partnership or other Personentity. Part 3.1 of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent true, correct and complete copies of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "COMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxesTaxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, licensed do not and could not individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. The minute books (containing the records of meetings of stockholders, the Board of Directors, and any committees of the Board of Directors), stock record books and certificate books of the Company contain true, complete and accurate records in all material respects of all corporate actions taken at any such meetings and other corporate governance matters, the stock ownership of the Company and the transfer of the shares of its capital stock since January 1, 1997. Complete and correct copies of all of the foregoing have previously been made available to the Purchasers. (b) Schedule 2.1(b) sets forth a complete and correct list of each corporation, limited liability company, partnership, business association or other Person with respect to which the Company has, directly or indirectly, ownership of or rights with respect to securities or other interests having the power to elect a majority of such Person's board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person (each, a "Subsidiary" and, collectively, the "Subsidiaries"). Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Schedule 2.1(b), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances"), other than transfer restrictions imposed by applicable federal and state securities laws. Except as set forth on Schedule 2.1(b) all of the issued and (iioutstanding shares of capital stock or other equity interests of each Subsidiary held directly or indirectly by the Company have been duly authorized and are validly issued, fully paid and nonassessable. No shares of capital stock or other equity interests of any Subsidiary are entitled to preemptive rights. Except as set forth on Schedule 2.1(b) or disclosed in the SEC Reports, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which the Company or any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(bSchedule 2.1(b) or disclosed in the SEC Reports, there are no voting trusts, stockholders agreements, proxies or other Commitments or understandings to which any Subsidiary is a party with respect to the voting or transfer of any capital stock or other equity interest of any Subsidiary. Except for (i) the Company Disclosure ScheduleSubsidiaries, (ii) assets held in benefit plans, (iii) corporate treasury transactions and (iv) as set forth on Schedule 2.1(b), the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person. (c) Each Subsidiary is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as it is now being conducted. Except as set forth on Schedule 2.1(c), each Subsidiary is duly qualified and licensed to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of the business conducted by it makes such qualification necessary, except where the failure of any such Subsidiary to so qualify or be licensed individually or in the aggregate do not and could not reasonably be expected to have a Material Adverse Effect. The minute books or other records (containing the records of meetings of stockholders or other holders of other equity interests, the board of directors or other similar governing body, and any committees thereof), the stock ownership or analogous records and the certificate books of each of the Subsidiaries contain in all material respects true, complete and accurate records of all actions taken at any such meetings and other governance matters, the stock or other equity ownership of each of such Subsidiaries and the transfer of the shares of its capital stock or other equity interest since January 1, 1997. Complete and correct copies of all of the foregoing have previously been made available to the Purchasers.

Organization; Subsidiaries. (a) The Each of the Company and its respective Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation and has the all requisite corporate power and corporate authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority, and governmental approvals would not have a Material Adverse Effect (as defined herein) on or of the Company and its Subsidiaries. The In this Agreement, the term "Material Adverse Effect" used in reference to the Company means any event, change or effect, which either alone or in the aggregate with all other such events, changes or effects, is, or is reasonably likely to be, materially adverse to the business, financial condition, properties, assets, capitalization, stockholders' equity, liabilities (including contingent liabilities), results of operations, licenses or franchises of the Company and its Subsidiaries on consolidated basis. Each of Company and its Subsidiaries is duly qualified and or licensed as a foreign corporation to do business, business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where in which the character of its assets owned property owned, leased or held under lease operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualify duly qualified or be licensed, individually or licensed and in the aggregate, has not had and good standing would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) 3.1 of the disclosure schedule delivered by the Company to the Investors Parent on the date hereof (the "Company Disclosure Schedule") sets forth a complete and accurate list of all jurisdictions in which Company or its Subsidiaries is qualified to do business as a foreign corporation and sets forth a complete and accurate list of all of its Subsidiaries (including jurisdiction of incorporation or formation and the capitalization of each Subsidiary). All of the outstanding shares of capital stock of Company's Subsidiaries are duly authorized, (i) the Company ownsvalidly issued, either fully paid and nonassessable and are owned, directly or indirectly through one or more Subsidiariesindirectly, all of by the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rightsCompany. Except for the Subsidiaries and except as set forth on disclosed in Section 3.1(b) 3.1 of the Company Disclosure Schedule, the Company does not ownhave any Subsidiaries or, directly or indirectly, own any equity or similar interest in, or any interest in convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, limited liability company, partnership, joint venture or other business association or other Personentity. The copies of the Certificate of Incorporation and Bylaws of Company, and of the comparable organizational documents of each of its Subsidiaries, provided to Parent, are true and complete copies of all such documents, in each case as amended to the date hereof and shall be as of the Effective Time. Except as disclosed in Section 3.1, neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, Bylaws or comparable organizational documents.

Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation corporation, partnership or other entity duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization. (b) Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, licensed or in good standing would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (c) Section 3.1(c) of the Company Disclosure Letter sets forth the name and jurisdiction of incorporation or organization of each Subsidiary of the Company. None of the Company or any of its Subsidiaries owns any capital stock or other equity interests in any Person that is not a Subsidiary. Each Company’s Subsidiary (i) is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the State jurisdiction of Delaware its organization and (ii) has the all requisite corporate power and authority to carry on its respective business as it is currently conducted and to own, lease and operate its properties where such properties are now being conducted. The Company is duly qualified and licensed as a foreign corporation to do businessowned, and is in good standing (and has paid all relevant franchise leased or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessaryoperated, except where the failure to be so qualify duly qualified, licensed or in good standing would not reasonably be licensedexpected to, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (bd) Each Significant The outstanding shares of capital stock and other equity interests of each Company’s Subsidiary is a corporationare validly issued, limited liability company, limited partnership or other business entity duly organized, validly existing fully paid and in good standing under the laws of its jurisdiction of organization and has the power and authority non-assessable (if applicable to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Subsidiary), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, and all of the capital stock such shares or other equity interests of are owned, directly or indirectly, by the Significant Subsidiaries Company free and clear of any and all liensEncumbrances and pre-emptive or similar rights. No shares of capital stock and other equity interests of each Company’s Subsidiary were issued in violation of any preemptive rights. There is no option, chargeswarrant, claimscall, security interestsright or Contract to which any Company’s Subsidiary is bound requiring, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no securities of the Company or any Subsidiary outstanding subscription rightsthat upon conversion, optionsexercise or exchange would require, warrants, convertible or exchangeable securities or other rights the issuance of any character whatsoever relating to issued or unissued shares of capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement Company’s Subsidiary or other commitment securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Company’s Subsidiary. No Company’s Subsidiary is party, or may become bound otherwise subject, to issue any voting trust, proxy or grant additional other Contract with respect to the voting, redemption, repurchase, sale, transfer or other disposition of the shares of capital stock or other equity interests of any Company’s Subsidiary. There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any shares of capital stock or other equity interests or related subscription rightsto provide funds to or make any investment (in the form of a loan, options, warrants, convertible capital contribution or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(botherwise) of in the Company Disclosure Scheduleor any Subsidiary. (e) Prior to the Agreement Date, the Company does has made available to Parent correct and complete copies of the Company’s and its material Subsidiaries’ certificates of incorporation and bylaws or comparable governing documents, each as amended to the Agreement Date (subject to the amendment to the Bylaws contemplated in Section 3.2(c)), and each as so provided is in full force and effect and neither the Company nor any of its Subsidiaries are in violation of any of the provisions of such documents, except, in the case of a Subsidiary, as would not ownreasonably be expected to, directly individually or indirectlyin the aggregate, any interest in any corporation, limited liability company, partnership, business association or other Personhave a Company Material Adverse Effect.

Organization; Subsidiaries. (a) The Company is has been duly incorporated and has a valid existence and the authorization to transact business as a corporation under the laws of the State of Nevada, with corporate power and authority to own its properties and conduct its business as now being conducted and as described in the Registration Statement, Prospectus and SEC Reports, and has been duly organized, validly existing qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except for such jurisdictions wherein the State of Delaware and has the requisite corporate power and authority failure to carry on its business as it is now being conducted. The Company is duly be so qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. (b) . Each Significant Subsidiary has been duly organized or incorporated and is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing under the laws of its jurisdiction of incorporation or organization, with power and authority to own its properties and conduct its business as now being conducted and as described in the Registration Statement, Prospectus and SEC Reports, and has been duly qualified for the transaction of business and is in good standing under the laws of its each other jurisdiction of organization and has the power and authority in which it owns or leases properties or conducts any business so as to carry on its business as it is now being conducted require such qualification, except where for such jurisdictions wherein the failure to be so qualified and in good standing or to have such power and authority, would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. Except as set forth disclosed in Section 3.1(b) of the disclosure schedule delivered by the Company SEC Reports and except as required pursuant to the Investors on the date hereof (the "Company Disclosure Schedule")this Agreement, (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, (i) securities of the Company or any of the Subsidiaries which are convertible into or exchangeable for shares of capital stock or voting securities of any Subsidiary or (ii) options or other rights to acquire from the Company or any Subsidiary, or other obligation of the Company or any character whatsoever relating Subsidiary to issued issue, any capital stock, voting securities or unissued securities convertible into or exchangeable for capital stock or other equity interests voting securities of any Significant SubsidiarySubsidiary (collectively, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant the "Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rightsSecurities"). Except for the Subsidiaries and except as set forth on Section 3.1(b) There are no outstanding obligations of the Company Disclosure Scheduleor any Subsidiary to repurchase, the Company does not own, directly redeem or indirectly, otherwise acquire any interest in any corporation, limited liability company, partnership, business association or other Personoutstanding Subsidiary Securities.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 3.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and jurisdiction in which it is organized; (ii) has the requisite corporate or other power and authority to own, lease and operate all of its assets and properties and to carry on its business as it is now being conducted. The Company ; and (iii) is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), business in each jurisdiction where the character of its assets owned or held under lease or (A) the nature of its the business or activities conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification necessary, except where or licensing necessary and (B) the failure to be so qualify or be licensed, individually or qualified would result in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and Other than the corporations identified in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) Part 3.1 of the Company Disclosure Schedule, neither the Company does not ownnor any of the other corporations identified in Part 3.1 of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 3.1 of the Company Disclosure Schedule. The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each subsidiary of the Company, free and clear of all Encumbrances, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of all preemptive rights, with no personal liability attaching to the ownership thereof. Neither the Company nor any interest of its subsidiaries has agreed or is obligated to make, or is bound by any written or oral agreement, contract, lease, instrument, note, option, warranty, purchase order, license, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any corporationfuture investment in or capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, has, at any time, been a general partner of any general partnership, limited liability company, partnership, business association partnership or other Personentity. Part 3.1 of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein and the Company’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent true, correct and complete copies of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the “Company Charter Documents”), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the State its jurisdiction of Delaware incorporation, and has the all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, to perform its obligations under all Contracts by which it is bound and to carry on its business as it is now being conductedthe Business in all material respects. The Company and each of its Subsidiaries is duly qualified and licensed to do business as a foreign corporation to do businesscorporation, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in under the Laws of each jurisdiction where in which the character of its assets owned properties owned, operated or held under lease leased, or the nature of its business activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualify or be licensed, individually qualified or in good standing, when taken together with all other failures by the aggregateCompany to be so qualified or in good standing in such jurisdictions, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant True and complete copies of the Company’s restated certificate of incorporation, as amended to date (the “Company Certificate of Incorporation”), the Company’s bylaws (the “Company Bylaws”), and the articles of incorporation and the bylaws of each of the Company’s Subsidiaries (together with the Company Certificate of Incorporation and the Company By Laws, the “Organizational Documents”), each in effect as of the date of this Agreement, have been made available to Parent or its advisors. The Organizational Documents are in full force and effect and neither the Company nor any Subsidiary is a corporation, limited liability company, limited partnership in violation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights breach of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Organizational Document. (c) Section 3.1(b3.2(c) of the Company Disclosure Schedule sets forth for each of the Company’s Subsidiaries (a) its name and jurisdiction of organization, (b) its form of organization and (c) the capital stock, membership interests or units held by the Company in such Subsidiary. The Company is the sole direct beneficial and record owner of the outstanding shares of capital stock in the Company’s Subsidiaries all of which have been duly authorized and validly issued, are fully paid and non-assessable. Except for those entities listed in Section 3.2(c) of the Disclosure Schedule, the Company does not own, directly has no direct or indirectly, any indirect equity interest in any corporation, limited liability company, partnership, business association or other Person. (d) Section 3.2(d) of the Company Disclosure Schedule lists the name of each officer and each director of the Company and each of its Subsidiaries. (e) The Company does not have outstanding any bonds, debentures, notes or other obligations the holder of which has the right to vote (or convertible or exercisable for securities having the right to vote) with the Equityholders. (f) The payment of amounts pursuant to Section 2.6(b) and Section 2.6(c) complies with the Organizational Documents. (g) No material resolutions or by-laws have been passed, enacted, consented to or adopted by the directors or shareholders of the Company or any of its Subsidiaries except those contained in the minute books or similar record books, true and correct and complete copies of which have been made available to Parent.

Organization; Subsidiaries. 3.1.1 Each Target Company (ai) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and jurisdiction in which it is organized; (ii) has the requisite corporate or other power and authority to own, lease and operate its assets and property and to carry on its business as it is now being conducted. The Company ; and (iii) is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), business in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business activities makes such qualification or licensing necessary, except where the failure to be so qualify qualified or be licensed, individually or in the aggregate, has not had and licensed would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(b) Part 3.1.1 of the disclosure schedule delivered by Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company is qualified or licensed to do business. Part 3.1.1 of the Investors on the date hereof (the "Company Disclosure Schedule"Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries which are held free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for ). 3.1.2 Other than the Subsidiaries and except as set forth on Section 3.1(b) corporations identified in Part 3.1.1 of the Company Disclosure Schedule, the no Target Company does not ownowns any capital stock of, directly or indirectlyany equity interest of any nature in, any interest Person. No Target Company has agreed or is obligated to make, or is bound by any written or oral agreement, contract, lease, instrument, note, option, warranty, purchase order, license, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any corporationfuture investment in or capital contribution to any other Person. No Target Company has at any time been a general partner of any general partnership, limited liability company, partnership, business association partnership or other Person. 3.1.3 The Company has delivered or made available to Parent true and correct copies of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its Subsidiaries, each as amended to date (collectively, the "COMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. No Target Company is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents. 3.1.4 Part 3.1.4 of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of each Target Company.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, necessary except where the failure to be so qualify qualified or be licensed, licensed would not individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (the “2000 10-K”) and Schedule 2.1(b)(i) together set forth a complete and correct list as of the date hereof of each corporation, limited liability company, limited partnership partnership, business association or other business entity duly organizedPerson with respect to which the Company has, validly existing and in good standing under the laws directly or indirectly, ownership of its jurisdiction of organization and has or rights with respect to securities or other interests having the power and authority to carry on its elect a majority of such Person’s board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person which is a “Significant Subsidiary” as it is now being conducted except where defined in Rule 1-02(w) of Regulation S-X (each, a “Significant Subsidiary” and, collectively, the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect“Significant Subsidiaries”). Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company Exhibit 21 to the Investors 2000 10-K or on Schedule 2.1(b)(ii), as of the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liensEncumbrances, chargesother than Permitted Encumbrances, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the any Subsidiaries which are not Significant Subsidiaries, all of which (other than those wholly owned Subsidiaries that do not engage in any material business activities or hold any material assets) are set forth on Schedule 2.1 (b)(iii), and except as set forth in Exhibit 21 to the 2000 10-K or on Section 3.1(b) Schedule 2.1(b)(iv), as of the Company Disclosure Schedule, date hereof the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person. (c) Except as would not have a Material Adverse Effect, each Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. Each Subsidiary of the Company is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and where the failure to be so qualified or licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has the all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company conducted and is duly qualified and or licensed as a foreign corporation to do business, business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where in which the character of its assets owned property owned, leased or held under lease operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualify qualified, licensed or be licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) SCHEDULE 3.1(b) hereto sets forth the name, jurisdiction of organization and capitalization of each of the Company's Subsidiaries and Joint Ventures (as defined below), including a brief description of the business conducted by each such entity and the interest of the Company and its Subsidiaries therein. Other than as set forth on SCHEDULE 3.1(b), the Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business other than publicly traded securities constituting less than five percent of the outstanding equity of the issuing entity. All the outstanding shares of capital stock of each of the Company's Subsidiaries are owned directly or indirectly by the Company free and clear of all liens, options or encumbrances of any kind, and are validly issued, fully paid and nonassessable, and there are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Subsidiary to any person except the Company. The Company has heretofore delivered to the Purchaser complete and correct copies of the certificate of incorporation and bylaws (or similar organizational documents) of each of the Company's Subsidiaries, as currently in effect. (c) Each Significant Subsidiary of the Company's Subsidiaries and, to the Company's knowledge, each of its Joint Ventures is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and its incorporation or organization, has the all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified or licensed to do business and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing or to have such power and authoritywould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth The term "SUBSIDIARY" of a person shall mean any corporation or other entity (including partnerships and other business associations and joint ventures) in Section 3.1(b) which such person directly or indirectly owns at least a majority of the disclosure schedule delivered voting power represented by the outstanding capital stock or other voting securities or interests having voting power under ordinary circumstances to elect a majority of the directors or similar members of the governing body, or otherwise to direct the management and policies, of such corporation or entity. The term "JOINT VENTURE" of a person shall mean any corporation or other entity (including partnerships and other business associations and joint ventures) in which such person directly or indirectly owns an equity interest that is less than a majority of any class of the outstanding voting securities or equity of any such entity, other than equity interests held for passive investment purposes that are less than 5% of any class of the outstanding voting securities or equity of any such entity. The term "COMPANY MATERIAL ADVERSE EFFECT" shall mean, with respect to the Company, a material adverse effect on the financial condition, business, assets or results of operations of the Company and its Subsidiaries, taken as a whole; PROVIDED, HOWEVER, that a "Company Material Adverse Effect" shall not include (i) any adverse change, effect or circumstance arising out of or resulting from actions contemplated by the parties in connection with this Agreement or that is attributable to the announcement or performance of this Agreement or the transactions contemplated by this Agreement (including without limitation a loss of customers or employees), (ii) changes, effects and circumstances that are the result of factors generally affecting the industry or specific markets in which the Company and its Subsidiaries compete, or that are the result of factors affecting the Company's customers or the industries or markets in which the Company's customers operate (other than any such change having a materially disproportionate effect on the Company relative to other industry participants), (iii) any change in the trading price or trading volume of the Company's common stock (but not any change or effect underlying such change in trading price or trading volume to the extent such change or effect would otherwise constitute a Company Material Adverse Effect), (iv) any failure by the Company to meet any published revenue or earnings projections (but not any change underlying such failure to the Investors on the date hereof (the "extent such change would otherwise constitute a Company Disclosure Schedule"Material Adverse Effect), (iv) the Company ownsany change, either directly effect or indirectly through one circumstance resulting from any action taken or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiaryannounced, or any contractaction not taken, agreement at the request or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for with the Subsidiaries and except as set forth on Section 3.1(b) consent of the Company Disclosure Schedule, Purchaser or (vi) any event of the Company does type described in SECTION 7.1(d)(iv) hereof that would not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Personqualify as a grounds for termination by the Board of Directors of the Purchaser under SECTION 7.1(d)(iv) hereof.

Organization; Subsidiaries. (a) The Company Each of Compec and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware incorporation and has the all requisite corporate power and authority to carry on its business as it is now being conducted. The Company Each of Compec and its Subsidiaries is duly qualified and licensed as a foreign corporation to do business, business and is in good standing (and has paid as a foreign corporation in all relevant franchise or analogous taxes), in each jurisdiction jurisdictions where the character nature of its assets the property owned or held under lease leased by it, or the nature of its the business conducted by it, makes such qualification necessary, except where necessary and the failure to so qualify or be licensedabsence of such qualification would, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business or financial condition of the Company taken as a whole. True and complete copies of the certificate of incorporation, bylaws and the minute books of Compec and its Subsidiaries have previously been made available to Buyers. (b) Each Significant Subsidiary is Schedule 2.02(b) sets forth a corporationlist, limited liability companyas of the date hereof, limited partnership of all direct or other business entity duly organized, validly existing and indirect entities in good standing under which the laws of its jurisdiction of organization and Company has an equity interest (the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect"Subsidiaries"). Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Schedule 2.02(b), (i) the Company owns, either directly or indirectly through one or more Subsidiariesindirectly, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liensany Encumbrance. All of the issued and outstanding shares of capital stock of the Subsidiaries are validly issued, chargesfully paid and non-assessable. Except as set forth in Schedule 2.02(b), claimsthere are outstanding no securities convertible into, security interestsexchangeable for, restrictionsor carrying the right to acquire, equity securities of any of the Subsidiaries, or subscriptions, warrants, options, proxies, voting trusts rights or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible arrangements or exchangeable securities or other rights of commitments obligating any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares acquire any of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any ownership interest in any corporation, limited liability company, partnership, business association or other Persontherein.

Organization; Subsidiaries. (a) The Company Alive is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and Washington. Alive has the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as proposed to be conducted, except where the failure to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Alive. The Company Alive is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure for such failures to be so qualify qualified or be licensedlicensed and in good standing that would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect on Alive. The Alive Disclosure Schedule contains a true and complete list of all states in which Alive is duly qualified or licensed to transact business as a foreign corporation. The Alive Disclosure Schedule contains a true and complete listing of the locations of all sales offices, development facilities, and any other offices or facilities of Alive and a true and complete list of all states in which Alive maintains any employees. (b) Each Significant Subsidiary is a Alive has no Subsidiaries (as defined below). Alive does not own or control (directly or indirectly) any capital stock, bonds or other securities of, and does not have any proprietary interest in, any other corporation, general or limited partnership, limited liability company, limited partnership joint venture, firm, association or other business organization, entity duly organizedor enterprise, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company Alive does not own, control (directly or indirectly) the management or policies of any other corporation, any interest in any corporationpartnership, limited liability company, partnershipjoint venture, business firm, association or business organization, entity or enterprise. As used in this Agreement, the word "Subsidiary" means, with respect to any party, any ---------- corporation or other Personorganization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership), or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization or a majority of the profit interests in such other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the all requisite corporate power and authority authority, and all requisite qualifications to carry on its do business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation corporation, to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of conduct its business makes such qualification necessaryin the manner in which its business is currently being conducted, except where the failure to be so qualify organized, existing or be licensedin good standing or to have such power, authority or qualifications would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect (as defined in Section 8.3) with respect to Company. (b) Each Significant Subsidiary is a Other than the corporations identified in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, limited liability companypartnership, limited partnership joint venture arrangement or other business entity duly organized, validly existing and in good standing under entity. Part 2.1 of the laws of its Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing Company’s direct or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectindirect equity interest therein. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more SubsidiariesOther than directors’ qualifying shares required under applicable law, all of the outstanding capital stock of each such entity is owned directly or indirectly by the Company free and clear of all mortgages, pledges, claims, liens, charges, encumbrances, options or security interests of any kind or nature whatsoever (collectively, “Encumbrances”), except for restrictions imposed by applicable securities laws, and is validly issued, fully paid and nonassessable, and there are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity interests securities (or securities convertible into or exchangeable for securities having such rights) of any such Company Subsidiary to any Person except the Company. The Company owns all outstanding shares of capital stock of each Company Subsidiary. (c) Company has delivered or made available to Parent a true and correct copy of the Significant Subsidiaries free Certificate of Incorporation and clear Bylaws of all liensCompany and each of its subsidiaries as amended to date (collectively, chargesthe “Company Charter Documents”), claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights each such instrument is in full force and effect. Company is not in violation of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) provisions of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other PersonCharter Documents.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and New York. The Company has the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as proposed to be conducted, except where the failure to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure for such failures to be so qualify qualified or be licensedlicensed and in good standing that would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect on the Company. The Company Disclosure Schedule contains a true and complete list of all states in which the Company is duly qualified or licensed to transact business as a foreign corporation. The Company Disclosure Schedule contains a true and complete listing of the locations of all sales offices, development facilities, and any other offices or facilities of the Company and a true and complete list of all states in which the Company maintains any employees. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b4.1(b) of the Company Disclosure Schedule, the Company has no Subsidiaries (as defined below). The Company does not own, own or control (directly or indirectly) any capital stock, bonds or other securities of, and does not have any proprietary interest in, any interest in any other corporation, general or limited partnership, limited liability company, joint venture, firm, association or business organization, entity or enterprise, and the Company does not control (directly or indirectly) the management or policies of any other corporation, partnership, business limited liability company, joint venture, firm, association or business organization, entity or enterprise. As used in this Agreement, the word "Subsidiary" means, with respect to any party, any corporation or other Personorganization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership), or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization or a majority of the profit interests in such other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except necessary and where the failure to so qualify or be licensed, licensed would not individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is The Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (the “2000 10-K”) and Schedule 2.1(b) set forth a complete and correct list as of the date hereof of each corporation, limited liability company, limited partnership partnership, business association or other business entity duly organizedPerson with respect to which the Company has, validly existing and in good standing under the laws directly or indirectly, ownership of its jurisdiction of organization and has or rights with respect to securities or other interests having the power and authority to carry on its elect a majority of such Person’s board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person which is a “Significant Subsidiary” as it is now being conducted except where defined in Rule 1-02(w) of Regulation S-X (each, a “Significant Subsidiary” and, collectively, the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect“Significant Subsidiaries”). Except as set forth in Section 3.1(b) the 2000 10-K or on Schedule 2.1(b), as of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("“Encumbrances"”) and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the any Subsidiaries which are not Significant Subsidiaries and except as set forth in the 2000 10-K or on Section 3.1(b) Schedule 2.1(b), as of the Company Disclosure Schedule, date hereof the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

Organization; Subsidiaries. (a) The Company Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and North Carolina. Seller has the all requisite corporate power and authority to carry on conduct its business as it is now being conductedconducted or proposed to be conducted and to own, lease and operate its properties and assets. The Company copies of Seller's certificate of incorporation and bylaws each as amended to date, heretofore delivered to Buyer's counsel are complete and correct. Seller is not in violation of any term of the certificate of incorporation and bylaws Seller is duly qualified and licensed as a foreign corporation to do businessbusiness in the state of its incorporation, and is in good standing (and has paid all relevant franchise not required to be licensed or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of qualified to conduct its business makes such qualification necessary, except where the failure to so qualify or be licensed, individually or own its property in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectany other jurisdiction. (b) Each Significant Subsidiary is the only subsidiary of Seller. Schedule 2.1(b) sets forth (i) the Subsidiary's name and jurisdiction of incorporation, (ii) the number of authorized shares of each class of its capital stock and (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder. Seller holds of record and owns beneficially all of the outstanding shares of capital stock of Subsidiary, free and clear of any liens, restrictions or encumbrances. There are no outstanding warrants, options or other rights to purchase or acquire any of the shares of capital stock of Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. Seller does not own any securities issued by any other business organization or governmental authority, except U.S. Government securities, bank certificates of deposit and money market accounts acquired as short-term investments in the ordinary course of its business and does not own or have any direct or indirect interest in or control over any corporation, partnership, joint venture or entity of any kind, other than Subsidiary. (c) Subsidiary is a corporation, limited liability company, limited partnership or other business entity corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization and North Carolina. Subsidiary has the all requisite power and authority to carry on conduct its business as it is now being conducted except where the failure or proposed to be conducted and to own, lease and operate its properties and assets. The copies of Subsidiary's certificate of incorporation and bylaws each as amended to date, heretofore delivered to Buyer's counsel are complete and correct. Subsidiary is not in good standing or violation of any term of the certificate of incorporation and bylaws Subsidiary is duly qualified to have such power and authority, individually or do business in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares state of its capital stock incorporation, and is not required to be licensed or other equity interests qualified to conduct its business or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest own its property in any corporation, limited liability company, partnership, business association or other Personjurisdiction.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has the all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on its business as it is now being conductedthe Business. The Company is duly qualified and licensed to do business as a foreign corporation to do businesscorporation, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in under the Laws of each jurisdiction where in which the character of its assets owned properties owned, operated or held under lease leased, or the nature of its business activities, makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except those jurisdictions where the failure to be so qualified or in good standing or standing, when taken together with all other failures by the Acquired Companies to have such power and authority, individually be so qualified or in the aggregategood standing, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(bTrue and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of the disclosure schedule delivered by Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors prior to the date hereof. The Company is not in violation of any of the provisions of the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) Certificate of Incorporation or the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances Bylaws. ("Encumbrances"b) and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b4.2(b) of the Company Disclosure ScheduleSchedule sets forth a true, correct and complete list of the Company’s Subsidiaries. Each of the Subsidiaries of the Company does not is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. The Company owns directly or indirectly, indirectly all of the issued and outstanding shares of capital stock of its Subsidiaries. No Acquired Company has any other equity interest or profit participation in any corporationentity other than the Subsidiaries. No shares of Company Capital Stock are held by a Company Subsidiary. True and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Acquired Company, limited liability companyeach as amended and in effect as of the date of this Agreement, partnership, business association have been provided to Parent or other Personits advisors prior to the date hereof. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents).

Organization; Subsidiaries. (a) The Company is has been duly incorporated and has a valid existence and the authorization to transact business as a corporation under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as now being conducted and as described in the Registration Statement, Prospectus and SEC Reports, and has been duly organized, validly existing qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except for such jurisdictions wherein the State of Delaware and has the requisite corporate power and authority failure to carry on its business as it is now being conducted. The Company is duly be so qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. (b) . Each Significant Subsidiary has been duly organized or incorporated and is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing under the laws of its jurisdiction of incorporation or organization, with power and authority to own its properties and conduct its business as now being conducted and as described in the Registration Statement, Prospectus and SEC Reports, and has been duly qualified for the transaction of business and is in good standing under the laws of its each other jurisdiction of organization and has the power and authority in which it owns or leases properties or conducts any business so as to carry on its business as it is now being conducted require such qualification, except where for such jurisdictions wherein the failure to be so qualified and in good standing or to have such power and authority, would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. Except as set forth disclosed in Section 3.1(b) of the disclosure schedule delivered by the Company SEC Reports and except as required pursuant to the Investors on the date hereof (the "Company Disclosure Schedule")this Agreement, (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, (i) securities of the Company or any of the Subsidiaries which are convertible into or exchangeable for shares of capital stock or voting securities of any Subsidiary or (ii) options or other rights to acquire from the Company or any Subsidiary, or other obligation of the Company or any character whatsoever relating Subsidiary to issued issue, any capital stock, voting securities or unissued securities convertible into or exchangeable for capital stock or other equity interests voting securities of any Significant SubsidiarySubsidiary (collectively, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant the “Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rightsSecurities”). Except for the Subsidiaries and except as set forth on Section 3.1(b) There are no outstanding obligations of the Company Disclosure Scheduleor any Subsidiary to repurchase, the Company does not own, directly redeem or indirectly, otherwise acquire any interest in any corporation, limited liability company, partnership, business association or other Personoutstanding Subsidiary Securities.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, licensed would not individually or in the aggregate, has not had and would not reasonably be expected to aggregate have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Schedule 2.1(b), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are ------------ no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure ScheduleSchedule 2.1(b), the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other PersonPerson in excess of 9.9% of the outstanding equity.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, necessary except where the failure to be so qualify qualified or be licensed, licensed would not individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 10-K") and Schedule 2.1(b)(i) together set forth a complete and correct list as of the date hereof of each corporation, limited liability company, limited partnership partnership, business association or other business entity duly organizedPerson with respect to which the Company has, validly existing and in good standing under the laws directly or indirectly, ownership of its jurisdiction of organization and has or rights with respect to securities or other interests having the power and authority to carry on its elect a majority of such Person's board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person which is a "Significant Subsidiary" as it is now being conducted except where defined in Rule 1-02(w) of Regulation S-X (each, a "Significant Subsidiary" and, collectively, the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect"Significant Subsidiaries"). Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company Exhibit 21 to the Investors 2000 10-K or on Schedule 2.1(b)(ii), as of the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liensEncumbrances, chargesother than Permitted Encumbrances, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the any Subsidiaries which are not Significant Subsidiaries, all of which (other than those wholly owned Subsidiaries that do not engage in any material business activities or hold any material assets) are set forth on Schedule 2.1(b)(iii), and except as set forth in Exhibit 21 to the 2000 10-K or on Section 3.1(b) Schedule 2.1(b)(iv), as of the Company Disclosure Schedule, date hereof the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person. (c) Except as would not have a Material Adverse Effect, each Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. Each Subsidiary of the Company is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary and where the failure to be so qualified or licensed would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except necessary and where the failure to so qualify or be licensed, licensed would not individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is The Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 10-K") and Schedule 2.1(b) set forth a complete and correct list as of the date hereof of each corporation, limited liability company, limited partnership partnership, business association or other business entity duly organizedPerson with respect to which the Company has, validly existing and in good standing under the laws directly or indirectly, ownership of its jurisdiction of organization and has or rights with respect to securities or other interests having the power and authority to carry on its elect a majority of such Person's board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person which is a "Significant Subsidiary" as it is now being conducted except where defined in Rule 1-02(w) of Regulation S-X (each, a "Significant Subsidiary" and, collectively, the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect"Significant Subsidiaries"). Except as set forth in Section 3.1(b) the 2000 10-K or on Schedule 2.1(b), as of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the any Subsidiaries which are not Significant Subsidiaries and except as set forth in the 2000 10-K or on Section 3.1(b) Schedule 2.1(b), as of the Company Disclosure Schedule, date hereof the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

Organization; Subsidiaries. (a) The Company Each of Target, Universal Value Network, LLC ("Worldwide"), --------- SHC Venture LLC ("Momentum"), Golden Retriever Systems LLC ("GRS") and each -------- --- subsidiary of Target (collectively with Worldwide, Momentum and GRS, each a "Subsidiary") is a corporation or limited liability company duly organized, ---------- validly existing and in good standing under the laws of the State its jurisdiction of Delaware organization. Each of Target and each Subsidiary has the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and to carry on its business as it is now being conducted and as proposed to be conducted, except where the failure to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Target or such Subsidiary. The Company Each of Target and each Subsidiary is duly qualified and or licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in each jurisdiction where the character of its assets owned the properties owned, leased or held under lease operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure for such failures to be so qualify qualified or be licensedlicensed and in good standing that would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporationEffect on Target or such Subsidiary. A true and complete list of all the Subsidiaries, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under together with the laws of its jurisdiction of organization and has the power and authority to carry on its business as it of each Subsidiary, is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) 2.1 of the disclosure schedule delivered by Disclosure Schedule. Target is, or at the Company to Effective Time will be, the Investors on owner of all outstanding shares of capital stock or membership interests of each Subsidiary (other than GRS) and all such shares or membership interests are duly authorized, validly issued, fully paid and nonassessable. As of the date hereof (and at the "Company Disclosure Schedule")Effective Time, (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all Target owns a 49% membership interest in GRS. All of the outstanding shares of capital stock or other equity membership interests of the Significant Subsidiaries each Subsidiary owned by Target are owned free and clear of all liens, charges, claims, security interestsencumbrances or rights of others. Except as set forth in Section 2.1 of the Disclosure Schedule, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rightssubscriptions, options, warrants, puts, calls, rights, exchangeable or convertible or exchangeable securities or other rights commitments or agreements of any character whatsoever relating to the issued or unissued capital stock or other equity interests securities of any Significant Subsidiary, or otherwise obligating Target or any contractSubsidiary to issue, agreement transfer, sell, purchase, redeem or other commitment of otherwise acquire any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rightssuch securities. Except for the Subsidiaries and except as set forth on in Section 3.1(b) 2.1 of the Company Disclosure Schedule, the Company Target does not own, directly or indirectlyindirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in in, any corporation, partnership, limited liability company, partnership, joint venture or other business association or other Personentity. The identity and percentage ownership of each holder of equity in each entity specified on Section 2.1 is true, complete and correct.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, licensed could not individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. The minute books (containing the records of meetings of stockholders, the Board of Directors, and any committees of the Board of Directors), stock record books and certificate books of the Company contain true, complete and accurate records in all material respects of all corporate actions taken at any such meetings and other corporate governance matters, the stock ownership of the Company and the transfer of the shares of its capital stock since the date of inception of the Company. Complete and correct copies of all of the foregoing (other than, as of the date hereof, the minutes of the meeting of the Board of Directors on April 9, 1999, which have not yet been approved) have previously been made available to the Purchaser. (b) Schedule 2.1(b) sets forth a complete and correct list of each corporation, limited liability company, partnership, business association or other Person with respect to which the Company has, directly or indirectly, ownership of or rights with respect to securities or other interests having the power to elect a majority of such Person's board of directors or analogous or similar governing body, or otherwise having the power to direct the management, business or policies of that corporation, limited liability company, partnership, business association or other Person (each, a "Subsidiary" and, collectively, the "Subsidiaries") that is required to be included in Exhibit 21 to the Company's Annual Report on Form 10-K for the period ended December 31, 1998. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"Schedule 2.1(b), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances"), other than transfer restrictions imposed by applicable federal and state securities Laws. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary held directly or indirectly by the Company have been duly authorized and are validly issued, fully paid and nonassessable. No shares of capital stock or other equity interests of any Subsidiary are entitled to preemptive rights. Except as set forth on Schedule 2.1(b) and (ii) or disclosed in the SEC Reports, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which the Company or any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(bSchedule 2.1(b) or disclosed in the SEC Reports, there are no voting trusts, stockholders agreements, proxies or other Commitments or understandings to which any Subsidiary is a party with respect to the voting or transfer of any capital stock or other equity interest of any Subsidiary. Except for (i) the Company Disclosure ScheduleSubsidiaries, (ii) assets held in benefit plans, (iii) corporate treasury transactions and (iv) as set forth on Schedule 2.1(b), the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person. (c) Each Subsidiary is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as it is now being conducted. Except as set forth on Schedule 2. 1 (c), each Subsidiary is duly qualified and licensed to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of the business conducted by it makes such qualification necessary except where the failures of all of such Subsidiaries to so qualify or be licensed individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The minute books or other records (containing the records of meetings of stockholders or other holders of other equity interests, the board of directors or other similar governing body, and any committees thereof), the stock ownership or analogous records and the certificate books of each of UnitedAuto Finance, Inc., UnitedAuto Care, Inc. and UnitedAuto Care Products, Inc. contain in all material respects true, complete and accurate records of all actions taken at any such meetings and other governance matters, the stock or other equity ownership of each of such Subsidiaries and the transfer of the shares of its capital stock or other equity interest since the date of inception of each such Subsidiary. Complete and correct copies of all of the foregoing have previously been made available to the Purchaser.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has the all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on its business as it is now being conductedthe Business. The Company is duly qualified and licensed to do business as a foreign corporation to do businesscorporation, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in under the Laws of each jurisdiction where in which the character of its assets owned properties owned, operated or held under lease leased, or the nature of its business activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualify or be licensed, individually qualified or in good standing, when taken together with all other failures by the aggregateAcquired Companies to be so qualified or in good standing, has not had and would not reasonably be expected to adversely affect the Acquired Companies, taken as a whole, in any material respect. True and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of the Company, each as amended and in effect as of the date of this Agreement, have a Material Adverse Effectbeen made available to Parent. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws. (b) Section 4.2(b)(i) of the Company Disclosure Schedules sets forth a true, correct and complete list of the Company’s Subsidiaries. Each Significant Subsidiary of the Subsidiaries of the Company is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of organization formation, and has the all requisite power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on its the Business. Each Subsidiary of the Company is duly qualified to do business as it a foreign entity, and is now being conducted in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing or standing, when taken together with all other failures by the Acquired Companies to have such power and authority, individually be so qualified or in the aggregategood standing, has not had and would not reasonably be expected to have adversely affect the Acquired Companies, taken as a Material Adverse Effectwhole, in any material respect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the The Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either owns directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests issued and outstanding Ownership Interests of its Subsidiaries. All outstanding Ownership Interests of each of the Significant Company’s Subsidiaries are validly issued, are fully paid and non-assessable (as applicable), and are free and clear of all liensany Encumbrance (other than restrictions on transfer under applicable securities Laws). No shares of Company Common Stock are held by a Company Subsidiary. The Company does not hold or beneficially own any direct or indirect equity, chargesownership or similar interest in any Person, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rightsany subscriptions, options, warrants, rights, calls, convertible or exchangeable securities or other rights of any character whatsoever relating to issued agreements or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except commitments for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporationPerson. True and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Acquired Company, limited liability companyeach as amended and in effect as of the date of this Agreement, partnership, business association have been made available to Parent. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or other Personbylaws (or equivalent organizational documents).

Organization; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware California and has the all requisite corporate power and authority to own, lease, and operate its properties and carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, business and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature conduct of its business makes or ownership of its properties requires such qualification necessaryqualification, except where the failure to be so qualify or be licensed, individually qualified or in the aggregate, has not had and good standing would not reasonably be expected to have a Material Adverse Effect. A list of all such jurisdictions in which the Company is qualified or licensed to do business is set forth on Section 3.1(a) of the Disclosure Schedules. True and complete copies of the Charter Documents of the Company have been made available to the Buyer. (b) Section 3.1(b) of the Disclosure Schedules sets forth: (i) the name of each Subsidiary, each of which is wholly owned by the Company (free and clear of all Liens for each such Subsidiary), except for Mind Capital LLC, a Delaware limited liability company that is jointly owned on a sixty percent (60%) / forty percent (40%) basis by each of Informative Research Data Solutions LLC and Ascension Data & Analytics, LLC (free and clear of all Liens for Mind Capital, LLC), respectively; (ii) the jurisdiction of organization of each such Subsidiary; and (iii) the name of each officer and director (or similar position) of each such Subsidiary. Other than the Subsidiaries listed on Section 3.1(b) of the Disclosure Schedules, the Company does not have any other Subsidiaries or any other controlling interest in any Person. Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has the all requisite entity power and authority to own, lease, and operate its properties and carry on its business as it is now being conducted conducted. Each Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear A list of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to such jurisdictions in which any Significant Subsidiary is qualified or may become bound licensed to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as do business is set forth on Section 3.1(b) of the Company Disclosure Schedule, Schedules. True and complete copies of the Company does Charter Documents of each Subsidiary have been made available to the Buyer. Each Subsidiary other than Informative Research Data Solutions LLC has not own, directly had any assets or indirectly, any interest in any corporation, limited liability company, partnership, business association operations since formation or other Personincorporation.

Organization; Subsidiaries. (a) 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 it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in each jurisdiction where in which the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure so to so qualify or be licensedlicensed would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 2.1(b) or as disclosed in Section 3.1(b) of the disclosure schedule delivered by SEC Reports or the Company to the Investors on the date hereof (the "Company Disclosure Schedule")Bankruptcy Documents, (i) the Company owns, either directly or indirectly through one or more Subsidiariesindirectly, all of the capital stock Capital Stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances (collectively, the "Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock Capital Stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment Commitments of any character whatsoever relating to issued or unissued capital stock Capital Stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock Capital Stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except or as set forth on Section 3.1(b) of disclosed in the Company Disclosure ScheduleSEC Reports, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person in excess of 9.9% of the outstanding equity of such Person.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has the all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on its business as it is now being conductedthe Business. The Company is duly qualified and licensed to do business as a foreign corporation to do businesscorporation, and is in good standing (and has paid all relevant franchise or analogous taxes)standing, in under the Laws of each jurisdiction where in which the character of its assets owned properties owned, operated or held under lease leased, or the nature of its business activities, makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except those jurisdictions where the failure to be so qualified or in good standing or standing, when taken together with all other failures by the Acquired Companies to have such power and authority, individually be so qualified or in the aggregategood standing, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(bTrue and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of the disclosure schedule delivered by Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors. The Company is not in violation of any of the provisions of the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) Certificate of Incorporation or the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances Bylaws. ("Encumbrances"b) and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b4.2(b) of the Company Disclosure ScheduleSchedules sets forth a true, correct and complete list of the Company’s Subsidiaries. Each of the Subsidiaries of the Company does not is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. The Company owns directly or indirectly, any indirectly all of the issued and outstanding shares of capital stock of its Subsidiaries. The Company has no other equity interest or profit participation in any corporationentity. No shares of Company Capital Stock are held by a Company Subsidiary. True and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Acquired Company, limited liability companyeach as amended and in effect as of the date of this Agreement, partnership, business association have been provided to Parent or other Personits advisors. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents).

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the requisite all necessary corporate power and authority to carry on conduct its business as in the manner in which it is now currently being conductedconducted as of the date of this Agreement. The Company is duly qualified and licensed as a foreign corporation to do business, and is business in good standing (and has paid all relevant franchise every jurisdiction in which its ownership of property or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature conduct of its business makes such qualification necessaryas now conducted requires it to qualify, except where the failure to be so qualify or qualified would not be licensedreasonably likely to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. The Company has not had made available to Parent true, correct and would not reasonably be expected to have a Material Adverse Effectcomplete copies of the Organizational Documents of the Company and its Subsidiaries. (b) Each Significant Subsidiary of the Subsidiaries of the Company (i) is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws Laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted incorporation or organization, except where the failure to be in good standing so duly organized or validly existing would not reasonably be expected to have such power and authorityhave, individually or in the aggregate, a Material Adverse Effect, and (ii) has not had all necessary corporate, limited liability company or other similar power, legal capacity and authority to conduct its business in the manner in which it is currently being conducted as of the date of this Agreement, except where the absence of such power to conduct its business would not reasonably be expected to have be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a Material Adverse Effect. Except as set forth in Section 3.1(b) whole, or prevent or materially delay the consummation of the disclosure schedule delivered transactions contemplated by this Agreement and the Company to Ancillary Agreements. (c) Schedule 4.04(c)(i) sets forth a list of all of the Investors on Subsidiaries of the date hereof Company. Schedule 4.04(c)(ii) sets forth a list of all the Persons (other than the "Company Disclosure Schedule"), (iSubsidiaries of the Company) in which the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporationcapital stock, limited liability companyshares, partnership, business association membership interests or other Personsecurities or derivatives thereof, or has committed to make any investment. (d) All of the outstanding issued share capital, shares or membership interests or other securities of each of the Subsidiaries of the Company is duly authorized and validly issued and are legally and beneficially owned, directly or indirectly, by the Company, free and clear of all Liens, except for (i) applicable transfer restrictions pursuant to applicable Laws and (ii) those Liens that will be released on or prior to the Closing Date. (e) There (i) are no outstanding warrants, plans, rights, agreements, convertible or exchangeable securities, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other commitments pursuant to which any Subsidiary of the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of the authorized share capital or other securities of any Subsidiary of the Company, (ii) is no outstanding or authorized appreciation, phantom interest, profit participation or similar rights with respect to a Subsidiary of the Company, or any other rights linked to the value of the capital stock of any Subsidiary of the Company, and (iii) are no voting trusts, proxies or other contracts, agreements, arrangements, rights, commitments or undertakings with respect to the voting or transfer of the issued share capital of any Subsidiary of the Company. (f) None of the Company nor any of its Subsidiaries is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.