Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, to carry on its business as presently conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. Each of Parent and its Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. (b) Parent has made available to the Company prior to the date of this Agreement a true and complete copy of the Organizational Documents of Parent as amended and in effect through the date hereof. (c) Section 5.1(c) of the Parent Disclosure Schedule lists each Significant Subsidiary of Parent and its jurisdiction of organization and specifies each of the Subsidiaries of Parent that is (i) a “public utility” within the meaning of Section 201(e) of the FPA or (ii) a “qualifying facility” within the meaning of PURPA, or that owns such a qualifying facility. Parent has made available to the Company true, correct and complete copies of the Organizational Documents of each Significant Subsidiary of Parent, as amended and in effect on the date hereof. (d) Parent is, directly or indirectly, the owner of all of the outstanding shares of capital stock or other equity interests of each Subsidiary of Parent, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of such capital stock or other equity interests). All of such capital stock or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent Parent, Merger Sub, GP Merger Sub and its their respective Subsidiaries is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization or formation and has all requisite corporate limited partnership, limited liability company or similar other applicable power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and or authority would not reasonably be expected to have, individually or in the aggregate, a material impact on ParentParent Material Adverse Effect. Each of Parent Parent, Merger Sub, GP Merger Sub and its their respective Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensequalification, except where the failure to be so qualified, licensed qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a material impact on ParentParent Material Adverse Effect. (b) As used in this Agreement, a “Parent Material Adverse Effect” means an event, change, effect, development or occurrence that has made available had, or is reasonably likely to have, a material adverse effect on the business financial condition or continuing results of operations of Parent and its Subsidiaries, taken as a whole; provided, however, that none of the following, and no change, event, occurrence or effect, individually or in the aggregate, to the Company extent arising out of, resulting from or attributable to any of the following, shall constitute or be taken into account in determining whether a Parent Material Adverse Effect has occurred or is reasonably likely to occur: change, effect, development or occurrence: (i) disclosed in the Parent SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosure set forth in any risk factor section or in any section relating to forward-looking statements or in any disclosure related to litigation or regulatory matters that caveats the uncertainty or likelihood of any particular outcome or the general unpredictability of an outcome to such litigation or regulatory matter) or as disclosed in the Parent Disclosure Schedule, (ii) in or generally affecting the economy, the financial or securities markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, including any changes in supply, demand, currency exchange rates, interest rates, tariff policy, monetary policy or inflation, so long as such event, change, effect, development or occurrence does not disproportionately affect Parent and its Subsidiaries, taken as a true whole, relative to other similarly situated companies in the industries in which Parent and complete copy its Subsidiaries operate, or (iii) resulting from or arising out of (A) any changes or developments in the industries in which Parent or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for Parent’s raw material inputs and end products, including general market prices and regulatory changes generally affecting the industries in which Parent and its Subsidiaries operate, (C) resulting from the negotiation, execution, announcement or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including the impact thereof on the relationships, contractual or otherwise, of the Organizational Documents Partnership or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Mergers or any of the other transactions contemplated by this Agreement), (D) any taking of any action required by this Agreement, the Support Agreements (to the extent applicable) or at the request of the Partnership, (E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (F) any changes in GAAP or accounting standards or interpretations thereof, (G)(1) earthquakes, any weather-related or other force majeure event or natural disasters, hurricanes, tsunamis, pandemics (including the existence, response to and impact of the COVID-19 pandemic) or outbreak or other natural disasters or (2) hostilities or acts of war or terrorism, sabotage, civil disobedience, cyber-attack or any escalation or general worsening of the foregoing, (H) any failure by Parent to meet any internal or external projections, forecasts, estimates, milestones or budgets or financial or operating predictions of revenues, earnings or other financial or operating metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Parent Material Adverse Effect so long as amended and it is not otherwise excluded by this definition) or (I) any changes in effect through the date hereof. (c) Section 5.1(c) unit price or trading volume of the Parent Disclosure Schedule lists Common Units or in the credit rating of Parent or any of its Subsidiaries (provided that the exception in this clause (I) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, a Parent Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in each Significant Subsidiary case with respect to subclauses (A)-(B) and (E)-(G) of this clause (iii), to the extent disproportionately affecting Parent and its jurisdiction of organization Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Parent and specifies each of the its Subsidiaries of Parent that is (i) a “public utility” within the meaning of Section 201(e) of the FPA or (ii) a “qualifying facility” within the meaning of PURPA, or that owns such a qualifying facility. Parent has made available to the Company true, correct and complete copies of the Organizational Documents of each Significant Subsidiary of Parent, as amended and in effect on the date hereofoperate. (d) Parent is, directly or indirectly, the owner of all of the outstanding shares of capital stock or other equity interests of each Subsidiary of Parent, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of such capital stock or other equity interests). All of such capital stock or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Partnership, the General Partner and its their respective Subsidiaries is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization or formation and has all requisite corporate limited partnership, limited liability company or similar other applicable power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and or authority would not reasonably be expected to have, individually or in the aggregate, a material impact on ParentPartnership Material Adverse Effect. Each of Parent the Partnership, the General Partner and its their respective Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensequalification, except where the failure to be so qualified, licensed qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a material impact on ParentPartnership Material Adverse Effect. (b) Parent As used in this Agreement, a “Partnership Material Adverse Effect” means an event, change, effect, development or occurrence that has made available had, or is reasonably likely to have, a material adverse effect on the business financial condition or continuing results of operations of the Partnership and its Subsidiaries, taken as a whole; provided, however, that none of the following, and no change, event, occurrence or effect, individually or in the aggregate, to the Company extent arising out of, resulting from or attributable to any of the following, shall constitute or be taken into account in determining whether a Partnership Material Adverse Effect has occurred or is reasonably likely to occur: any event, change, effect, development or occurrence (i) disclosed in the Partnership SEC Documents filed or furnished prior to the date of this Agreement a true and complete copy (excluding any disclosure set forth in any risk factor section, in any section relating to forward-looking statements or in any disclosure related to litigation or regulatory matters that caveats the uncertainty or likelihood of any particular outcome or the Organizational Documents general unpredictability of Parent an outcome to such litigation or regulatory matter) or as amended and disclosed in effect through the date hereof. (c) Section 5.1(c) of the Parent Partnership Disclosure Schedule lists each Significant Subsidiary of Parent and its jurisdiction of organization and specifies each of the Subsidiaries of Parent that is (i) a “public utility” within the meaning of Section 201(e) of the FPA or Schedule, (ii) a “qualifying facility” within in or generally affecting the meaning of PURPAeconomy, the financial or securities markets, or that owns political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, including any changes in supply, demand, currency exchange rates, interest rates, tariff policy, monetary policy or inflation, so long as such event, change, effect, development or occurrence does not disproportionately affect the Partnership and its Subsidiaries, taken as a qualifying facility. Parent has made available whole, relative to other similarly situated companies in the industries in which the Partnership and its Subsidiaries operate, or (iii) resulting from or arising out of (A) any changes or developments in the industries in which the Partnership or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for the Partnership’s raw material inputs and end products, including general market prices and regulatory changes generally affecting the industries in which the Partnership and its Subsidiaries operate, (C) resulting from the negotiation, execution, announcement, pendency or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including the impact thereof on the relationships, contractual or otherwise, of the Partnership or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Company true, correct and complete copies Mergers or any of the Organizational Documents other transactions contemplated by this Agreement), (D) any taking of each Significant Subsidiary any action required by this Agreement, the Support Agreements or at the request of Parent, as amended Merger Sub or GP Merger Sub, (E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (F) any changes in United States generally accepted accounting principles (“GAAP”) or accounting standards or interpretations thereof, (G)(1) earthquakes, any weather-related or other force majeure event, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires, pandemics (including the existence, response to and in effect on the date hereof. (d) Parent is, directly or indirectly, the owner of all impact of the outstanding shares of capital stock COVID-19 pandemic) or outbreak or other equity interests natural disasters or (2) hostilities or acts of each Subsidiary war or terrorism, sabotage, civil disobedience, cyber-attack or any escalation or general worsening of Parentthe foregoing, free and clear (H) any failure by the Partnership to meet any internal or external projections, forecasts, estimates, milestones or budgets or financial or operating predictions of revenues, earnings or other financial or operating metrics for any Liens and free of any other limitation or restriction period (including any limitation or restriction on provided that the right to vote, sell, transfer exception in this clause (H) shall not prevent or otherwise dispose affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Partnership Material Adverse Effect so long as it is not otherwise excluded by this definition), or (I) any changes in the unit price or trading volume of the Partnership Common Units or in the Partnership’s credit rating (provided that the exception in this clause (I) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such capital stock change has resulted in, or contributed to, a Partnership Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in each case with respect to subclauses (A)-(B) and (E)-(G) of this clause (iii), to the extent disproportionately affecting the Partnership and its Subsidiaries, taken as a whole, relative to other equity interests). All of such capital stock or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid similarly situated companies in the industries in which the Partnership and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Personits Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization organization. Each of the Company and its Subsidiaries has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. . (b) Each of Parent the Company and its Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensequalification, except where the failure to be so qualified, licensed qualified or in good standing would not have or would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. (b) Parent has made available to the Company prior to the date of this Agreement a true and complete copy of the Organizational Documents of Parent as amended and in effect through the date hereofMaterial Adverse Effect. (c) Section 5.1(c) of the Parent Disclosure Schedule lists each Significant Subsidiary of Parent and its jurisdiction of organization and specifies each of the Subsidiaries of Parent that is (i) a “public utility” within the meaning of Section 201(e) of the FPA or (ii) a “qualifying facility” within the meaning of PURPA, or that owns such a qualifying facility. Parent The Company has made available to Parent correct and complete copies of its articles of incorporation and bylaws (the “Company true, Charter Documents”) and correct and complete copies of the Organizational Documents articles of incorporation and bylaws (or comparable organizational documents) of each Significant of its Subsidiaries (the “Subsidiary of ParentDocuments”), in each case as amended and in effect on to the date hereofof this Agreement. All such Company Charter Documents and Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available to Parent and its representatives correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of shareholders, the Board of Directors of the Company and each committee of the Board of Directors of the Company and each of its Subsidiaries held since January 1, 2006. (d) Parent isAs used in this Agreement, directly any reference to any fact, circumstance, event, change, effect or indirectlyoccurrence having a “Company Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the owner aggregate with all other facts, circumstances, events, changes, effects or occurrences, has or would reasonably be expected to have a material adverse effect on the assets, business, results of all operation or condition (financial or otherwise) of the outstanding shares Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of capital stock the following facts, circumstances, events, changes, effects, or occurrences, alone or in combination, be deemed to constitute, or be taken into account, in determining whether there has been, or would be, a Company Material Adverse Effect: (A) any change in general economic, business, financial, credit or market conditions that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other equity interests participants in the waste collection and disposal industry in the United States; (B) any action taken by the Company to comply with its obligations under this Agreement; (C) any occurrence generally affecting the waste collection and disposal industry that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (D) any change in GAAP or applicable Law or the interpretation thereof that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (E) any act of each Subsidiary terrorism, war (whether or not declared), national disaster or any national or international calamity affecting the United States that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (F) any failure to meet internal or published projections, forecasts or revenue or earnings predictions for any period (provided that the underlying causes of such failures may be taken into account); (G) any change in the price or trading volume of the Company Common Stock in and of itself (provided that the underlying causes of such change may be taken into account); (H) any loss of employees or customers resulting from the publication of the Agreement or the identity of Parent or any of its Affiliates as the acquirer of the Company; or (I) any action taken at the request of Parent or any of its Affiliates or mutually agreed to by the parties to this Agreement that, if taken without the consent of Parent, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of such capital stock or other equity interests). All of such capital stock or other equity interests so owned by Parent would have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation prohibited by the terms of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Personthis Agreement.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Holdco, Parent Merger Sub and its Subsidiaries Company Merger Sub is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its respective jurisdiction the State of organization Delaware and has all requisite corporate or similar power and authority necessary to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to haveor authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material impact on ParentParent Material Adverse Effect. Each of Parent and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation (where such concept is recognized under Applicable Law) in each jurisdiction where in which the ownershipproperties and assets owned, leasing leased or operation operated by it or the nature of its assets the business conducted by it makes such qualification, licensing or properties or conduct of its business requires such qualification or licensegood standing necessary, except where the failure to be so qualified, licensed or and in good standing would not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a material impact on ParentParent Material Adverse Effect. (b) Parent has made available to the Company Company, prior to the date of this Agreement a Agreement, true and complete copy of the Organizational Documents of Parent as amended and in effect through the date hereof. (c) Section 5.1(c) of the Parent Disclosure Schedule lists each Significant Subsidiary of Parent and its jurisdiction of organization and specifies each of the Subsidiaries of Parent that is (i) a “public utility” within the meaning of Section 201(e) of the FPA or (ii) a “qualifying facility” within the meaning of PURPA, or that owns such a qualifying facility. Parent has made available to the Company true, correct and complete copies of the Organizational Documents certificate of each Significant Subsidiary incorporation of Parent, as amended and Parent in effect on as of the date hereof. (d) of this Agreement and the bylaws of Parent is, directly or indirectly, the owner of all in effect as of the outstanding shares date of capital stock or other equity interests this Agreement (the "Parent Organizational Documents"), true and complete copies of each Subsidiary the certificate of Parentincorporation and the bylaws of Holdco in effect as of the date of this Agreement (the "Holdco Organizational Documents"), free true and clear complete copies of any Liens the certificate of incorporation and free bylaws of any other limitation or restriction Parent Merger Sub in effect as of the date of this Agreement (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose "Parent Merger Sub Organizational Documents") and true and complete copies of such capital stock or other equity intereststhe certificate of incorporation and the bylaws of Company Merger Sub in effect as of the date of this Agreement (the "Company Merger Sub Organizational Documents"). All of such capital stock or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and each of its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization organization. Each of the Company and each of its Subsidiaries has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where when the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and or authority would not reasonably be expected to havenot, individually or in the aggregate, have a material impact on ParentCompany Material Adverse Effect. True, complete and correct copies of the certificate of incorporation of the Company (the “Company Charter”) and the by-laws of the Company (the “Company By-laws”), as in effect as of the date of this Agreement, were made available to Parent prior to the date of this Agreement and the Company Charter and Company By-laws are in effect in such form. (b) Each of Parent the Company and each of its Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensequalification, except where the failure to be so qualified, licensed qualified or in good standing would not reasonably be expected to havenot, individually or in the aggregate, have a material impact on Parent. (b) Parent Company Material Adverse Effect. Prior to the date of this Agreement, the Company has made available to Parent a correct and complete list of each jurisdiction where the Company and its Subsidiaries are organized and qualified to do business. The organizational or governing documents of the Company and each of its Subsidiaries, as provided to Parent prior to the date of this Agreement a true Agreement, are in full force and complete copy effect and neither the Company nor any Subsidiary is in violation of the Organizational Documents of Parent as amended and its organizational or governing documents in effect through the date hereofany material respect. (c) Section 5.1(cAs used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects or occurrences, (1) has had or is reasonably likely to have a material adverse effect on the business, results of operation or financial condition of the Parent Disclosure Schedule lists each Significant Subsidiary of Parent Company and its jurisdiction of organization and specifies each Subsidiaries taken as a whole, or (2) that prevents the Company from consummating, or materially impairs the ability of the Subsidiaries Company to consummate, the Merger, but, in the case of Parent that is the foregoing clause (1), shall not include the following facts, circumstances, events, changes, effects or occurrences: (i) a “public utility” within those generally affecting the meaning industries in which the Company and its Subsidiaries operate, or the economy or the general financial, credit or securities markets in the United States, including effects on such industries, economy or markets resulting from (A) any regulatory and political conditions or developments, or (B) any outbreak or escalation of Section 201(e) hostilities, declared or undeclared acts of the FPA war or terrorism; (ii) a “qualifying facility” within those reflecting or resulting from changes or proposed changes in Law or GAAP (or the meaning interpretation thereof) generally applicable to companies engaged in the industries in which the Company and its Subsidiaries operate; (iii) those resulting from actions or omissions of PURPA, the Company or that owns such a qualifying facility. any of its Subsidiaries which Parent has made available requested or to which Parent has consented, in each case in writing; (iv) those which the Company true, correct and complete copies demonstrates through specific evidence to have resulted proximately from the announcement of the Organizational Documents of each Significant Subsidiary of Parent, as amended and in effect on Merger or this Agreement or the date hereof. (d) Parent is, directly or indirectly, the owner of all of the outstanding shares of capital stock or other equity interests of each Subsidiary of Parent, free and clear of any Liens and free of any other limitation or restriction transactions contemplated hereby (including any limitation loss or restriction on departure of employees or adverse developments in relationships with customers, suppliers, distributors, financing sources, strategic partners or other business partners, to the right extent but only to votethe extent so resulting); or (v) any decline in the market price or trading volume of the equity securities of the Company or any failure, sellin and of itself, transfer of the Company to meet any internal or public projections, forecasts or estimates of revenues or earnings (provided that the exception in this clause (v) shall not prevent or otherwise dispose of affect a determination that any fact, circumstance, event change, effect or occurrence underlying such capital stock decline or other equity interestsfailure has resulted in, or contributed to, a Company Material Adverse Effect). All of ; provided that with respect to clauses (i) and (ii) any such capital stock fact, circumstance, event, change, effect or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent occurrence does not own, directly or indirectly, any shares of capital stock or disproportionately adversely affect the Company and its Subsidiaries compared to other equity or ownership interests companies operating in any Personthe industries in which the Company and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent Parent, Merger Sub and its their respective Subsidiaries is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization or formation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and or authority would not reasonably be expected to have, individually or in the aggregate, a material impact on ParentParent Material Adverse Effect. Each of Parent Parent, Merger Sub and its their respective Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensequalification, except where the failure to be so qualified, licensed qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a material impact on ParentParent Material Adverse Effect. (b) As used in this Agreement, a “Parent Material Adverse Effect” means an event, change, effect, development or occurrence that has made available had, or is reasonably likely to have, a material adverse effect on the Company business, Table of Contents financial condition or continuing results of operations of Parent and its Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence: (i) disclosed in the Parent SEC Documents filed or furnished prior to the date of this Agreement a true and complete copy of the Organizational Documents of Parent (excluding any disclosure set forth in any risk factor section, or in any section relating to forward-looking statements) or as amended and disclosed in effect through the date hereof. (c) Section 5.1(c) of the Parent Disclosure Schedule lists Schedule, (ii) in or generally affecting the economy, the financial or securities markets, or political, legislative or regulatory conditions, in each Significant Subsidiary of case in the United States or elsewhere in the world, so long as such event, change, effect, development or occurrence does not disproportionately affect Parent and its jurisdiction Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Parent and its Subsidiaries operate, or (iii) resulting from or arising out of organization (A) any changes or developments in the industries in which Parent or any of its Subsidiaries conducts its business, (B) any changes or developments in prices for oil, natural gas or other commodities or for Parent’s raw material inputs and specifies each end products, (C) the announcement or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including the impact thereof on the relationships, contractual or otherwise, of Parent or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding with respect to the Merger or any of the Subsidiaries other transactions contemplated by this Agreement), (D) any taking of any action at the request of the Company, (E) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (F) any changes in GAAP or accounting standards or interpretations thereof, (G) earthquakes, any weather-related or other force majeure event or natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (H) any failure by Parent to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (H) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Parent Material Adverse Effect so long as it is not otherwise excluded by this definition) or (I) any changes in the share price or trading volume of the Common Units or in the credit rating of Parent or any of its Subsidiaries (provided that the exception in this clause (I) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, a Parent Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in each case with respect to subclauses (iA)-(B) a “public utility” within the meaning of Section 201(eand (E)-(G) of the FPA or this clause (ii) a “qualifying facility” within the meaning of PURPAiii), or that owns such a qualifying facility. Parent has made available to the Company trueextent disproportionately affecting Parent and its Subsidiaries, correct taken as a whole, relative to other similarly situated companies in the industries in which Parent and complete copies of the Organizational Documents of each Significant Subsidiary of Parent, as amended and in effect on the date hereofits Subsidiaries operate. (d) Parent is, directly or indirectly, the owner of all of the outstanding shares of capital stock or other equity interests of each Subsidiary of Parent, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of such capital stock or other equity interests). All of such capital stock or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Holdco, Parent Merger Sub and its Subsidiaries Company Merger Sub is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its respective jurisdiction the State of organization Delaware and has all requisite corporate or similar power and authority necessary to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to haveor authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material impact on ParentParent Material Adverse Effect. Each of Parent and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation (where such concept is recognized under Applicable Law) in each jurisdiction where in which the ownershipproperties and assets owned, leasing leased or operation operated by it or the nature of its assets the business conducted by it makes such qualification, licensing or properties or conduct of its business requires such qualification or licensegood standing necessary, except where the failure to be so qualified, licensed or and in good standing would not reasonably be expected to havestanding, individually or in the aggregate, has not had and would not reasonably be expected to have a material impact on ParentParent Material Adverse Effect. (b) Parent has made available to the Company Company, prior to the date of this Agreement a Agreement, true and complete copy of the Organizational Documents of Parent as amended and in effect through the date hereof. (c) Section 5.1(c) of the Parent Disclosure Schedule lists each Significant Subsidiary of Parent and its jurisdiction of organization and specifies each of the Subsidiaries of Parent that is (i) a “public utility” within the meaning of Section 201(e) of the FPA or (ii) a “qualifying facility” within the meaning of PURPA, or that owns such a qualifying facility. Parent has made available to the Company true, correct and complete copies of the Organizational Documents certificate of each Significant Subsidiary incorporation of Parent, as amended and Parent in effect on as of the date hereof. (d) of this Agreement and the bylaws of Parent is, directly or indirectly, the owner of all in effect as of the outstanding shares date of capital stock or other equity interests this Agreement (the “Parent Organizational Documents”), true and complete copies of each Subsidiary the certificate of Parentincorporation and the bylaws of Holdco in effect as of the date of this Agreement (the “Holdco Organizational Documents”), free true and clear complete copies of any Liens the certificate of incorporation and free bylaws of any other limitation or restriction Parent Merger Sub in effect as of the date of this Agreement (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose “Parent Merger Sub Organizational Documents”) and true and complete copies of such capital stock or other equity intereststhe certificate of incorporation and the bylaws of Company Merger Sub in effect as of the date of this Agreement (the “Company Merger Sub Organizational Documents”). All of such capital stock or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, organized and validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where and each of the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. Each of Parent Company and its Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensequalification, except except, in each case, where the failure to be so qualifiedorganized, licensed validly existing, qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material impact on Parent. (b) Parent Company Material Adverse Effect. The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the Organizational Documents Company's Memorandum and Articles of Parent Association and of the analogous constitutive and governing documents of the Company's Subsidiaries, each as amended and in effect through the date hereof. . The Company's Memorandum and Articles of Association are in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of the provisions of its governing documents. As used in this Agreement, any reference to any state of facts, circumstances, event or change having a "COMPANY MATERIAL ADVERSE EFFECT" means a material adverse effect on the business, operations, assets, liabilities, condition (c) Section 5.1(cfinancial or otherwise) of the Parent Disclosure Schedule lists each Significant Subsidiary of Parent Company and its jurisdiction Subsidiaries, taken as a whole, except to the extent arising out of, resulting from or relating to (i)(A) any changes in general economic or political conditions or the financial, credit or securities markets, in each case in (x) the United States or (y) Europe taken as a whole, except, in either case, to the extent that such changes disproportionately impact the Company and its Subsidiaries, taken as a whole, relative to other participants in either (1) the retail apparel and wholesale apparel industry in the United States or (2) the premium brand segment thereof in Europe; (B) any events, circumstances, changes or effects that affect generally the retail apparel or wholesale apparel industry (except to the extent that such events, circumstances, changes or effects disproportionately impact the Company and its Subsidiaries taken as a whole relative to other participants in either (x) the retail apparel and wholesale apparel industry in the United States or (y) the premium brand segment thereof in Europe); (C) any outbreak or escalation of organization and specifies each hostilities or war or any act of terrorism; (D) the Subsidiaries Hong Kong tax matter referred to in the Company SEC Documents (as defined herein), including any claim relating thereto or the settlement, compromise or consent made in compliance with the terms of Parent that is this Agreement (ithe "HONG KONG TAX MATTER"); or (E) a “public utility” within the meaning case entitled IN RE TOMMY HILFIGER SECURITIES LITIGATION, (Civil Action No. 04-CV-7678(XX)), xxxxxxxng any settlement, compromise or consent made in compliance with the terms of Section 201(ethis Agreement (the "SECURITIES CLASS ACTION") of the FPA or (ii) a “qualifying facility” within any events, circumstances, changes or effects that the meaning Company can demonstrate are principally related to the announcement or the existence of PURPAthis Agreement and the transactions contemplated hereby; PROVIDED, that clause (ii) shall not apply with respect to Section 3.3 (including for purposes of Section 6.3(a) insofar as Section 3.3 is concerned); PROVIDED, FURTHER, that "Material Adverse Effect" shall not include the expected decline in U.S. wholesale revenue, or that owns such a qualifying facility. Parent has made available to the Company trueexpected decrease in the continuing U.S. men's, correct women's and complete copies children's businesses (which no longer includes young men's jeans and the wholesale H Hilfiger businesses), described in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations--Forward Outlook" of the Organizational Documents of each Significant Subsidiary of Parent, as amended and in effect Company's Annual Report on the date hereof. (d) Parent is, directly or indirectly, the owner of all of the outstanding shares of capital stock or other equity interests of each Subsidiary of Parent, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of such capital stock or other equity interests). All of such capital stock or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except Form 10-K for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parentfiscal year ended March 31, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Person2005.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, HoldCo, Avian Merger Sub, United Merger Sub, Blocker Merger Sub and each other Parent and its Subsidiaries Subsidiary is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization or formation and has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. Each of Parent and its the Parent Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation corporation, limited liability company or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensequalification, except except, in the case of the Parent Subsidiaries, where the failure to be so qualifiedqualified or, licensed or where relevant, in good standing has not been and would not reasonably be expected to havebe, individually or in the aggregate, material to Parent and the Parent Subsidiaries, taken as a material impact on Parent. (b) whole. The Existing Parent Charter and the Existing Parent Bylaws are in full force and effect and Parent is not in violation of the Existing Parent Charter or the Existing Parent Bylaws. Parent has made available to the Company prior to the date of this Agreement a true hereof complete and complete copy accurate copies of the Organizational Documents of Existing Parent as amended Charter and in effect through the date hereofExisting Parent Bylaws. (cb) All the issued and outstanding shares of capital stock of, units of or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent free and clear of all Liens, other than Permitted Liens. Section 5.1(c4.1(b) of the Parent Disclosure Schedule lists Letter sets forth an accurate and complete list of each Significant Parent Subsidiary of and each Person in which Parent and its jurisdiction of organization and specifies each of the Subsidiaries of or any Parent that is Subsidiary owns an equity or other economic interest, together with (i) a “public utility” within the meaning jurisdiction of Section 201(e) incorporation, formation or organization, as the case may be, of the FPA each Parent Subsidiary or such other Person, (ii) a “qualifying facility” within the meaning type and percentage of PURPA, or that owns such a qualifying facility. Parent has made available to the Company true, correct and complete copies of the Organizational Documents of each Significant Subsidiary of Parent, as amended and in effect on the date hereof. (d) Parent isinterest held, directly or indirectly, the owner of all of the outstanding shares of capital stock or other equity interests of each Subsidiary of Parent, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of such capital stock or other equity interests). All of such capital stock or other equity interests so owned by Parent have been duly authorizedin each Parent Subsidiary or in each such other Person, validly issued, fully paid and nonassessable (iii) the names and no the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or in each such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any Person.