Common use of Subsidiaries and Affiliates Clause in Contracts

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 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 or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. (a) Section 4.4(a) of the Company --------------------------- Disclosure Letter Schedule sets forth forth, as of the date hereof, the name, the jurisdiction of incorporation or organization, and the authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other Company SubsidiariesSubsidiary. Other than with respect to the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation Person or have any direct or indirect equity or ownership interest in any business other than publicly-traded securities constituting less than two percent of the outstanding equity of the issuing entity. All of the outstanding capital stock or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, is owned directly or indirectly, owned (of record and beneficially) by the Company or a Company Subsidiary free and clear of any liens, options or encumbrances of any kind, restrictions on transfers all material Liens (other than restrictions on transfer arising under applicable securities lawsPermitted Liens), claims or charges preemptive rights, and of any kindother material limitation or restriction, 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 transfer, or voting of, any capital stock or other equity securities of any such Company Subsidiary to any Person except to the Company. Company or another Company Subsidiary. (b) Each Company Subsidiary (ai) is a corporation duly organized, validly existing and in good standing under the laws Laws of its state jurisdiction of incorporation; incorporation or organization, (bii) has full the requisite corporate power and authority to own and operate its properties and carry on its business as it is now being conducted and to owncarried on, lease and operate its properties and assets; and (ciii) is duly qualified or licensed to do business as a foreign corporation Person and is in good standing in every each jurisdiction in which where the character of the property owned or leased by it or the nature of its business makes such qualification or license is requirednecessary, except for such failures where the failure to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, incorporation and bylaws (or similar organizational documents documents) of each material Company Subsidiary, Subsidiary as presently currently in effect.

Subsidiaries and Affiliates. Section 3.03(a) of the Company --------------------------- Disclosure Letter Schedule sets forth the name, jurisdiction of incorporation and authorized and outstanding capital capitalization of each material Company Subsidiary and the jurisdictions in which such each Company Subsidiary is qualified to do business, . Except as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth disclosed in Section 4.2 3.03(b) of the Company Disclosure LetterSchedule, 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 or other Person, which equity or ownership interests and investments not listed in Section 3.03(a) of the aggregate exceed $1,000,000Disclosure Schedule. Except for director qualifying shares as and except as would not have a Company Material Adverse Effectto the extent set forth in Section 3.03(a) of the Disclosure Schedule, all the outstanding capital stock of each Company Subsidiary is, is owned directly or indirectly, owned (of record and beneficially) indirectly by the Company free and clear of any all liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), kind and all material claims or charges of any kind, 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 securities of any such Company Subsidiary to any Person person except to the Company. Each Company Subsidiary (ai) is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation; and (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assets; and (c) assets it now owns. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing as a foreign corporation in good standing each jurisdiction listed opposite the name of such Company Subsidiary in every jurisdiction Section 3.03(a) of the Disclosure Schedule, which are the only jurisdictions in which the properties owned or leased or the nature of the business conducted by it makes such qualification is required, except for such failures to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectnecessary. The Company has made available heretofore delivered to the Parent Beechtree complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents incorporation and by-laws of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the The Company --------------------------- Disclosure Letter Schedule sets forth the name, jurisdiction of incorporation and authorized and outstanding capital capitalization of each material Company Subsidiary and the jurisdictions in which each such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the The Company does not own, directly or indirectly, any capital stock or other equity securities of or similar interest in, or any corporation interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Person or have any direct or indirect equity or ownership interest in any business or other Person, which than publicly traded securities constituting less than one percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Subsidiary is, is owned directly or indirectly, owned (of record and beneficially) indirectly by the Company Company, free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, all Liens and is validly issued, fully paid and nonassessablenon-assessable, 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 Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a1) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b2) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (c3) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which ownership of property or the conduct of its business requires such qualification is requiredqualification, except for where the failure to have such failures power and authority or to be so qualified qualified, licensed or licensed and in good standing as would notcould not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available heretofore delivered to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents Charter Documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. (a) Section 3.3(a) of the Company --------------------------- Disclosure Letter sets forth a true and complete list of each Subsidiary and controlled Affiliate of the nameCompany, including its jurisdiction of incorporation or formation. The Company (x) will have delivered to Parent, within thirty (30) days after the date hereof, a true and authorized complete list, with respect to each of the Company’s Subsidiaries and outstanding capital controlled Affiliates, of each material Company Subsidiary such entity’s respective officers and directors (or individuals with equivalent responsibilities) and (y) has delivered or made available, prior to the jurisdictions in which such Company Subsidiary is qualified to do businessdate hereof, as well as a true and complete list of the Company’s officers and directors. Except for the capital stock of, or other Company equity or voting interests in, its Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock equity, membership interest, partnership interest, joint venture interest, or other equity securities or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any corporation current or have prospective obligation to form or participate in, provide funds to, make any direct or indirect equity or ownership interest in any business loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any liability or obligation of, any Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock . (b) Each of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary ’s Subsidiaries (ai) is a corporation an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Laws of the jurisdiction of its state of incorporation; organization, (bii) has full all requisite corporate or similar power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; to carry on its business as now being conducted and (ciii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in every each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification is requiredor licensing necessary, except for such failures in the case of clause (iii), where the failure to be so qualified or licensed and or in good standing as would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. . (c) The Company has previously delivered or made available to the Parent true and complete and correct copies of the certificate of incorporation, bylaws incorporation and by-laws (or similar comparable organizational documents documents) of each material Company Subsidiaryof its Subsidiaries, in each case as presently amended to the date of this Agreement, and each as so delivered or made available is in full force and effect. (d) All outstanding shares of capital stock and other voting securities or equity interests of each of the Company’s Subsidiaries are owned, directly or indirectly, by the Company, free and clear of all Liens. All outstanding shares of capital stock and other voting securities or equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. None of the Company’s Subsidiaries has outstanding any bonds, debentures, notes or other obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) with the stockholders of the Company or such Subsidiary on any matter. (e) There are no outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for voting securities or equity interests of any of the Company’s Subsidiaries, (B) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of any of the Company’s Subsidiaries or other equity equivalent or equity-based awards or rights, (C) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock of any of the Company’s Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of any of the Company’s Subsidiaries or rights or interests described in the preceding clause (B), or (D) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or of which the Company has Knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of any of the Company’s Subsidiaries.

Subsidiaries and Affiliates. (a) Set forth on Section 3.8(a) of the Company --------------------------- Disclosure Letter sets forth Schedule is a complete and correct list of all Subsidiaries, indicating the name, the jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary organization, the capitalization, and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list shareholders (with the number of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 shares 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 or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock securities) owned by such shareholders) of each Company Subsidiary is, directly or indirectly, owned Subsidiary. (of record and beneficiallyb) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (ai) is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its state of incorporationorganization; (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease lease, use and operate its the properties and assetsassets it now owns, leases, uses and operates; and (ciii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required. (c) Except as set forth in Section 3.8(c) of the Disclosure Schedule, except for such failures to be so qualified or licensed all of the shares of capital stock of each Subsidiary have been duly authorized, are validly issued, fully paid and non-assessable. As of the date hereof, all of the shares of capital stock of each Subsidiary are owned, free and clear of any Encumbrance by the Persons named on Section 3.8(c)of the Disclosure Schedule and in good standing as would notthe amounts set forth thereon. As of the Closing Date, individually all of the shares of capital stock of each Subsidiary, are owned free and clear of any Encumbrance by the Company. (i) There are no shares of capital stock of the Company authorized, issued or outstanding; (ii) there are no securities, options, warrants, calls, pre-emptive, exchange, conversion, purchase or subscription rights, or other rights, agreements, arrangements or commitments of any kind, contingent or otherwise, that could require a Subsidiary to issue, sell or otherwise cause to become outstanding, any shares of capital stock or other equity or debt interest in the aggregateSubsidiary or require a Subsidiary to grant or enter into any such option, reasonably be expected to have a Company Material Adverse Effect. The Company warrant, call, subscription, conversion, purchase or other right, agreement, arrangement or commitment, and no authorization has made available to the Parent complete and correct copies been given therefor. (e) Except as set forth in Section 3.8(e) of the certificate Disclosure Schedule, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect regarding the governance, the voting or transfer of incorporationany shares of capital stock or any other equity interests in, bylaws or similar organizational documents any rights or obligations of each material any equity holders of, any of the Subsidiaries. (f) None of the Company Subsidiaryand the Subsidiaries own, as presently directly or indirectly, any capital stock or other equity securities of any corporation (other than the Subsidiaries) or have any direct or indirect interest or investment (whether equity or debt) in effectany other Person (other than publicly traded securities constituting less than two percent of the outstanding equity of the issuing entity).

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter Schedule sets forth the for each current CSL Subsidiary, and for each of CCC Boynton and CCC Senior Living, its name, type of entity, jurisdiction of incorporation and authorized and outstanding capital or formation, capitalization, the names of each material Company Subsidiary the record holders of its equity interests and the jurisdictions in which such Company Subsidiary it is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 SECTION 3.3 of the Company Disclosure LetterSchedule, the Company CSL currently 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 interests in any business or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effectset forth in SECTION 3.3 of the Disclosure Schedule, all the outstanding capital stock of equity interests in each Company CSL Subsidiary is, are owned directly or indirectlyindirectly by CSL, owned (of record and beneficially) by the Company free and clear of any liensall Liens, options and are validly issued, fully paid and nonassessable, and there are no outstanding options, rights or encumbrances agreements of any kindkind relating to the issuance, restrictions on transfers (other than restrictions on sale or transfer arising under applicable securities laws), claims or charges of any kindcapital stock or other equity securities of any CSL Subsidiary. All the capital stock of CCC Boynton and CCC Senior Living is owned directly by CLJ, free and clear of all Liens, 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 securities of any Company Subsidiary to any Person except to the CompanyCCC Boynton or CCC Senior Living. Each Company Subsidiary (a) of the CSL Subsidiaries, CCC Boynton and CCC Senior Living is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power organization, and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation and in good standing in every jurisdiction in which ownership of property or the conduct of its business requires such qualification is requiredqualification, except for such failures where the failure to be do so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter OF THE COMPANY DISCLOSURE LETTER sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such each Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the 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 or other Person, which other than publicly traded securities constituting less than five percent (5%) of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there are is no outstanding optionsoption, rights right or agreements agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full all requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures where the failure to be so qualified qualified, licensed or licensed and in good standing as would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws by-laws or similar organizational documents of each material Company Subsidiary, as presently in effect. With respect to any exception to ownership set forth in SECTION 4.2 OF THE COMPANY DISCLOSURE LETTER, the schedule completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or affiliate of the Company, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. of Any and all businesses, entities, enterprises and organizations in which the Company --------------------------- Disclosure Letter sets forth has any ownership, voting or profit and loss sharing percentage interest (the name"Subsidiaries") are identified in Section 4.6 hereto, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and together with the jurisdictions Company's interest therein. Unless the context requires otherwise or specifically designated to the contrary on Section 4.6 hereto, "Company" as used in which this Agreement shall include all such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 4.6 or 4.31 or on Schedule 4.6, (i) the Company has made no advances to, or investments in, nor owns beneficially or of record, any securities of or other interest in, any business, entity, enterprise or organization, (ii) there are no arrangements through which the Company has acquired from, or provided to, the Sellers or their affiliates any goods, properties or services, (iii) there are no rights, privileges or advantages now enjoyed by the Company as a result of the ownership 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 or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liensSellers which, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 knowledge of the Sellers or transfer of any capital stock or other equity securities of any Company Subsidiary to any Person except to the Company, might be lost as a result of the consummation of the transactions contemplated by this Agreement. Each Company Subsidiary (a) entity shown on Schedule 4.6 is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its state of incorporation; (b) , and has full corporate power to own all of its property and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) conducted. Also set forth on Schedule 4.6 is duly a list of jurisdictions in which each Subsidiary is qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction corporation. Such jurisdictions are the only jurisdictions in which such qualification is required, except for such failures the ownership or leasing of property by each Subsidiary or the conduct of its business requires it to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectqualified. The Company has made available to the Parent complete and correct copies All of the certificate outstanding shares of incorporation, bylaws or similar organizational documents capital stock of each material Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, except as set forth on Schedule 4.6, are owned, of record and beneficially, by the Company, and on the Closing Date will be owned by the Company, free and clear of all liens, encumbrances, equities, options or claims whatsoever. No Subsidiary has outstanding any other equity securities or securities options, warrants or rights of any kind that are convertible into equity securities of such Subsidiary, except as presently in effectset forth on Schedule 4.6.

Subsidiaries and Affiliates. of the The Company --------------------------- Disclosure Letter Schedule sets forth the name, name and jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which each such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the The Company does not own, directly or indirectly, any capital stock or other equity securities of or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation or have any direct or indirect equity or ownership interest in any business or other Person, which than publicly traded securities constituting less than one percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Subsidiary is, is owned directly or indirectly, owned (of record and beneficially) indirectly by the Company Company, free and clear of any all pledges, claims, liens, options charges, options, agreements, limitations on voting rights, encumbrances or encumbrances security interests of any kindkind (collectively, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws"LIENS"), claims or charges of any kind, and is validly issued, fully paid and nonassessablenon-assessable, 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 Company Subsidiary to any Person except to the Company. Each Company Subsidiary (ai) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (ciii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which ownership of property or the conduct of its business requires such qualification is requiredqualification, except for where the failure to have such failures power and authority or to be so qualified qualified, licensed or licensed and in good standing as would notcould not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets (a) Schedule 4.8(a)(i) and (ii), respectively set forth the name, jurisdiction of incorporation and authorized and outstanding capital name of each material Company Subsidiary and each Joint Venture, and, with respect to each, the jurisdictions jurisdiction in which such Company Subsidiary it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, as well the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Each Company Subsidiary and Joint Venture is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and is duly qualified or authorized to do business as a list foreign corporation or entity under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not reasonably be expected to have a Material Adverse Effect. Each Company Subsidiary and Joint Venture has all requisite corporate or entity power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The outstanding shares of capital stock of each Company Subsidiary and Joint Venture are validly issued, fully paid and non-assessable, and all such shares or other Company Subsidiaries. Other than equity interests represented as being owned, directly or indirectly, by the Company Subsidiariesare owned free and clear of any and all Liens, and except as set forth on Schedule 4.8(b)(ii). No contributions have been repaid. There are no obligations to make additional contributions (keine Nachschusspflichten). No shares of capital stock are held by any Company Subsidiary as treasury stock. There is no existing option, warrant, call, right or Contract to which any Company Subsidiary or Joint Venture is a party requiring, and there are no convertible securities of any Company Subsidiary or Joint Venture outstanding which upon conversion would require, the issuance of any shares of capital stock or other equity interests of any Company Subsidiary or Joint Venture or other securities convertible into shares of capital stock or other equity interests of any Company Subsidiary or Joint Venture. Except for shares of capital stock or other equity interests in Section 4.2 of the Company Disclosure LetterSubsidiaries and the Joint Ventures, 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 other business. The Company is not, conditionally or otherwise, obliged to sell any interests or to acquire any further interests. (c) FiberMark Investments has no Subsidiaries, has conducted no business activities other than owning a general partner interest in each of the Subsidiaries set forth on Schedule 4.8(c), and has no liabilities other than intercompany liabilities vis-à-vis the Company or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000Company Subsidiaries. Except for director qualifying shares and except as would set forth on Schedule 4.8(c), FiberMark Investments does not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary isown, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any corporation or have direct or indirect equity ownership interest in any other business. (d) None of the Parent, Company, FiberMark Investments and the Company Subsidiary to any Person except to Subsidiaries is insolvent. No insolvency proceedings have been initiated against the assets of the Company. Each , FiberMark Investments or the Company Subsidiary (a) is a corporation duly organizedSubsidiaries, validly existing the initiation of such proceedings has not been denied for lack of assets, and in good standing under the laws of its state of incorporation; (b) no application has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except been filed for such failures to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effectproceedings.

Subsidiaries and Affiliates. Section 4.2 of the Company --------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such each Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 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 or other Person, which other than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would notnot be, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse EffectEffect to the Company. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 4.2 of the Company Disclosure Letter, such Section 4.2 completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or Affiliate of the Company, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the The Company does not ownnot, directly or indirectly, own any capital shares of stock or other equity securities interest (including any form of profit participation) in, has not made any corporation investment in, and does not control or have any direct or indirect equity or ownership proprietary interest in in, any business corporation, partnership, joint venture or other Person, business association or entity other than as set forth in Schedule 3.2 annexed hereto (all such entities are hereinafter referred to collectively as the "Company Subsidiaries") which equity or also sets forth the percentage ownership interests and investments in of the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary isCompany, directly or indirectly, owned (in each of record the Company Subsidiaries. All of the capital stock and beneficially) other interests so held by the Company (directly or indirectly) as indicated on Schedule 3.2 are owned by the Company (directly or indirectly) free and clear of any liensclaim, options lien, encumbrance, security interest or encumbrances agreement with respect thereto. All of any kindthe outstanding shares of capital stock in each of the Company Subsidiaries are duly authorized, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessablenon-assessable and were issued free of preemptive rights and in compliance with applicable corporate and securities laws. Except as indicated on Schedule 3.2, there are no irrevocable proxies, voting agreements or similar obligations with respect to such capital stock of the Company Subsidiaries, and no equity securities or similar obligations with respect to such capital stock of the Company Subsidiaries are or may become required to be issued or purchased by reason of any options, warrants, rights to subscribe to, puts calls, reservation of shares or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any capital stock of any Company Subsidiary, and there are no outstanding contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock, or options, warrants or rights to purchase or agreements acquire any additional shares of any kind relating to the issuance, sale or transfer of any its capital stock or other equity securities of any Company Subsidiary to any Person except to the Companyconvertible into or exchangeable for such shares. Each of the Company Subsidiary (a) Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures the failure to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to qualify could have a Company Material Adverse Effectmaterial adverse effect upon the Subsidiary or the Company. The Company has made available to Schedule 3.2 also sets forth the Parent complete and correct copies name of each of the certificate Company's affiliates (other than the Company Subsidiaries), including joint venture affiliates (incorporated and unincorporated), and the nature of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effectthe affiliation.

Subsidiaries and Affiliates. Section 5.2 of the Company --------------------------- NetZero Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company NetZero Subsidiary and the jurisdictions in which such Company each NetZero Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the Company NetZero 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 or other Person, which other than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company NetZero Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company NetZero free and clear of any liensLiens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there . 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 Company such NetZero Subsidiary to any Person except to the CompanyNetZero. Each Company NetZero Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws Laws of its state jurisdiction of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns except where the failure to be so organized, existing or in good standing or to have such power and authority could not reasonably be expected to have, individually or in the aggregate, a NetZero Material Adverse Effect; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would could not, individually or in the aggregate, reasonably be expected to have a Company NetZero Material Adverse Effect. The Company NetZero has made available to the Parent Juno complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company NetZero Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 5.2 of the NetZero Disclosure Letter, the schedule completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or Affiliate of NetZero, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. of the Company --------------------------- (a) The Mentmore Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital capitalization of each material Company Britannia Subsidiary and the each BDM Subsidiary. There are no jurisdictions in which such Company Subsidiary is Subsidiaries are required to be qualified to do businessconduct their business as currently conducted. Exhibit C hereto sets forth the name, as well as a list jurisdiction of other Company Subsidiariesincorporation and capitalization of each Inactive Subsidiary of Britannia. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 of the Company Mentmore Disclosure Letter, the Company does not ownneither Britannia nor BDM owns, directly or indirectly, any capital stock or other equity securities of any corporation or have has any direct or indirect equity or ownership interest in any business or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all than publicly traded securities constituting less than five (5) percent of the outstanding capital stock equity of the issuing entity. All the issued shares of each Company Britannia Subsidiary is, and each BDM Subsidiary is owned directly or indirectlyindirectly by Britannia or BDM (as the case may be), owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kindall Encumbrances, and is validly issued, issued and fully paid and nonassessable(or credited as fully paid), 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 Company such Britannia Subsidiary or BDM Subsidiary, to any Person except to Britannia or BDM (as the Company. case may be). (b) Each Company Britannia Subsidiary and each BDM Subsidiary (ai) is a corporation duly organized, validly existing and in good standing company incorporated under the laws of its state jurisdiction of incorporation; incorporation as set forth in the Mentmore Disclosure Letter, and (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectassets it now owns. The Company has made available to the Parent Mentmore Disclosure Letter contains complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents incorporation and articles of association of each material Company Subsidiary, Britannia Subsidiary and BDM Subsidiary as presently in effect. (c) Neither Britannia nor BDM nor any of their respective Subsidiaries has any liabilities or obligations of any nature, whether accrued, contingent or otherwise, arising out of Britannia's ownership of the Inactive Subsidiaries listed on Exhibit C. (d) Upon consummation of the Hive Across Agreement in accordance with its terms, BDM will receive substantially all of the assets and employees necessary to conduct the ARM business (i) as currently conducted by Abbey, and (ii) as conducted by Abbey in the last two fiscal years (ending October 31, 1997 and 1998, respectively) in the manner which generated the revenues and cash flows reflected in the Combined Financial Statements attributable to the ARM.

Subsidiaries and Affiliates. Section 4.2 of the Company --------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other Company SubsidiariesSubsidiary. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the 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 or other Person, which other than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there are is no outstanding optionsoption, rights right or agreements agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full all requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except in the case of clause (c), for such any failures to qualify or be so qualified or licensed and in good standing as would could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws by-laws or similar organizational documents of each material Company Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 4.2 of the Company Disclosure Letter, the schedule completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or affiliate of the Company, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. (a) Section 4.2(a) of the Company --------------------------- Disclosure Letter Schedule sets forth the name, jurisdiction of incorporation and authorized and outstanding capital stock of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other Company SubsidiariesSubsidiary. Other than the Company Subsidiaries, Subsidiaries and except as set forth in Section 4.2 4.2(a)(i) of the Company Disclosure LetterSchedule, the Company does not own, directly or indirectly, any capital stock equity or other equity securities ownership interests of any corporation or have any direct or indirect equity or ownership interest in any business or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All of the outstanding capital stock of each Company Subsidiary is, is owned directly or indirectly, owned (of record and beneficially) indirectly by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kindall Encumbrances, 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 sale, transfer or transfer voting of any capital stock or other equity securities interests of any such Company Subsidiary to any Person except to the Company. Subsidiary. (b) Each Company Subsidiary (ai) is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation; , (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assets; assets it now owns, and (ciii) is duly qualified or licensed to do business as a foreign corporation in good standing in every each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification is requiredor license necessary, except for such failures where the failure to be so duly qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 4.2(b) of the Company Disclosure Schedule lists the jurisdictions in which the Company and each Company Subsidiary is qualified to do business or registered as a charitable organization. The jurisdictions listed in Section 4.2(b) of the Company Disclosure Schedule are the only jurisdictions in which the properties owned, leased or operated by the Company and each Company Subsidiary or the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The Company has heretofore made available to the Parent complete and correct copies of the certificate articles of incorporation, organization and bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth the nameAny and all businesses, jurisdiction of incorporation entities, enterprises and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions organizations in which PVBJ has any ownership, voting or profit and loss sharing percentage interest (the “Subsidiaries”) are identified on Schedule 4.6 hereto, together with PVBJ’s interest therein. Unless the context requires otherwise or specifically designated to the contrary on Schedule 4.6 hereto, “PVBJ” as used in this Agreement shall include all such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 on Schedule 4.6, (i) PVBJ has made no advances to, or investments in, nor owns beneficially or of the Company Disclosure Letter, the Company does not own, directly or indirectlyrecord, any capital stock securities of or other equity securities of interest in, any corporation business, entity, enterprise or have any direct or indirect equity or ownership interest in any business or other Personorganization, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficiallyii) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there are no outstanding optionsarrangements through which PVBJ has acquired from, rights or agreements provided to, Seller or its affiliates any goods, properties or services, (iii) there are no rights, privileges or advantages now enjoyed by PVBJ as a result of any kind relating the ownership of PVBJ by Seller which, to the issuanceknowledge of Seller or PVBJ, sale or transfer might be lost as a result of any capital stock or other equity securities the consummation of any Company Subsidiary to any Person except to the Companytransactions contemplated by this Agreement. Each Company Subsidiary (a) entity shown on Schedule 4.6 is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its state of incorporation; (b) , and has full corporate power to own all of its property and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) conducted. Also set forth on Schedule 4.6 is duly a list of jurisdictions in which each Subsidiary is qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction corporation. Such jurisdictions are the only jurisdictions in which such qualification is required, except for such failures the ownership or leasing of property by each Subsidiary or the conduct of its business requires it to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectqualified. The Company has made available to the Parent complete and correct copies All of the certificate outstanding shares of incorporation, bylaws or similar organizational documents capital stock of each material Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, except as set forth on Schedule 4.6, are owned, of record and beneficially, by PVBJ, and on the Effective Date will be owned by PVBJ, free and clear of all liens, encumbrances, equities, options or claims whatsoever. No Subsidiary has outstanding any other equity securities or securities options, warrants or rights of any kind that are convertible into equity securities of such Subsidiary, except as presently in effectset forth on Schedule 4.6.

Subsidiaries and Affiliates. Section 4.2 of the Company --------------------------- Juno Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Juno Subsidiary and the jurisdictions in which such Company each Juno Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the Company Juno 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 or other Person, which other than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Juno Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company Juno free and clear of any liensLiens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there . 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 Company such Juno Subsidiary to any Person except to the CompanyJuno. Each Company Juno Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws Laws of its state jurisdiction of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns except where the failure to be so organized, existing or in good standing or to have such power and authority could not reasonably be expected to have, individually or in the aggregate, a Juno Material Adverse Effect; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would could not, individually or in the aggregate, reasonably be expected to have a Company Juno Material Adverse Effect. The Company Juno has made available to the Parent NetZero complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Juno Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 4.2 of the Juno Disclosure Letter, the schedule completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or Affiliate of Juno, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. of the Company The Parent Disclosure --------------------------- Disclosure Letter Schedule sets forth the name, name and jurisdiction of incorporation and authorized and outstanding capital of each material Company Parent Subsidiary and the jurisdictions in which such Company each Parent Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the Company The Parent does not own, directly or indirectly, any capital stock or other equity securities of or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation or have any direct or indirect equity or ownership interest in any business or other Person, which than publicly traded securities constituting less than one percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Parent Subsidiary is, is owned directly or indirectly, owned (of record and beneficially) indirectly by the Company Parent free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kindall Liens, and is validly issued, fully paid and nonassessablenon- assessable, 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 Company such Parent Subsidiary to any Person person except to the CompanyParent. Each Company Parent Subsidiary (ai) is a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation; (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (ciii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which ownership of property or the conduct of its business requires such qualification is requiredqualification, except for where the failure to have such failures power and authority or to be so qualified qualified, licensed or licensed and in good standing as would notcould not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the Company --------------------------- (a) The Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of all entities in which CMG beneficially owns, directly or indirectly, 50% or more of the outstanding stock or other Company equity interests (collectively, the "Subsidiaries"). Other than The Disclosure Letter also includes (i) a complete list of each partnership or joint venture agreement or arrangement to which CMG is party and the Company Subsidiariesnature and amount of the interest of CMG in such entities and (ii) a complete list of the corporations, partnerships, limited liability companies or other entities with respect to which CMG beneficially owns, directly or indirectly, the outstanding stock or other equity interests and except the percentage ownership of such entity by CMG. Except as set forth in Section 4.2 of the Company Disclosure LetterLetter or the SEC Documents (as hereinafter defined), the Company does not ownthere is no other entity with respect to which: (i) CMG beneficially owns, directly or indirectly, any outstanding stock or other ownership interests of such entity; (ii) CMG may be deemed to be in control because of factors or relationships other than the quantity of stock or other interests owned; (iii) CMG may be liable under any circumstances for the payment of additional amounts with respect to its interest, whether in the form of assessments, capital calls, installment payments, general partner liability or otherwise; or (iv) the investment by CMG is accounted for by the equity method. (b) All capital stock or other equity securities of any corporation interests owned by CMG as described pursuant to Section 3.5(a) are owned by CMG or have any direct or indirect equity or ownership interest in any business or other Personits Subsidiaries, which equity or ownership interests and investments in as the aggregate exceed $1,000,000. Except for director qualifying shares and except case may be, as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company beneficial owner thereof free and clear of any all liens, options charges, encumbrances, equities and claims whatsoever. There is no outstanding or encumbrances authorized option, subscription, warrant, call, right, commitment or other agreement of any kindcharacter obligating CMG to issue, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws)sell, claims transfer, pledge or charges otherwise encumber any share of any kind, 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 securities interest described pursuant to Section 3.5(a) or any security or other instrument convertible into or exercisable for or evidencing the right to subscribe for any such share of any Company capital stock or other equity interest. (c) Each Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) organization. Each Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such qualification is requirednecessary, except for such failures where the failure to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. The Company Each Subsidiary has made available all requisite corporate power and authority to the Parent complete own or lease and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, operate its properties and assets and to carry on its business as presently in effectnow conducted.

Subsidiaries and Affiliates. SCHEDULE 9.5 is a correct and complete list as of the Company --------------------------- Disclosure Letter sets forth Closing Date of the name, jurisdiction of incorporation name and authorized and outstanding capital relationship to each Option Care Person of each material Company and all of its Subsidiaries and other Affiliates. Since the Closing Date, each Option Care Person has notified the Lender as to the name and relationship to such Option Care Person of any other Person which became a Subsidiary or other Affiliate of such Option Care Person after the Closing Date. The Option Care Persons and/or the applicable Subsidiary of Option Care Persons are the only record and beneficial owner of all of the jurisdictions in which such Company Subsidiary is qualified to do businessshares of capital stock, as well as a list partnership interests or other ownership interests of other Company Subsidiaries. Other than each of the Company Subsidiaries, and except as set forth specified in Section 4.2 of the Company Disclosure LetterSCHEDULE 9.5 or as specified in such notification. There are no proxies, the Company does not ownirrevocable or otherwise, directly with respect to such shares, partnership interests or indirectlyownership interests, any capital stock or other and no equity securities of any corporation of such Subsidiaries are or have may become required to be issued by reason of any direct options, warrants, scrip, rights to subscribe to, calls or indirect equity commitments of any character whatsoever relating to, or ownership interest in securities or rights convertible into or exchangeable for, shares of any business or other Personcapital stock of, which equity partnership interests or ownership interests in any such Subsidiary, and investments in the aggregate exceed $1,000,000there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of its capital stock, securities convertible into or exchangeable for such shares, partnership interests or any other ownership interests. Except for director qualifying shares and except as would not have a Company Material Adverse EffectAll of such shares, all the outstanding capital stock of partnership interests or ownership interests so owned by each Company Subsidiary is, directly or indirectly, Option Care Person are owned (of record and beneficially) by the Company such Option Care Person free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (Liens other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the CompanyPermitted Liens. Each Company Subsidiary is (a) is a corporation duly organizedincorporated or formed, and duly organized and validly existing and in good standing under the laws of its state of incorporation; incorporation set forth on SCHEDULE 9.5, and (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation or partnership and in good standing in every each jurisdiction in which such qualification is required, except for such failures the failure to be so qualified or licensed and could result in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth the nameAny and all businesses, jurisdiction of incorporation entities, enterprises and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions organizations in which such Company Subsidiary is qualified to do businessAbazias-DE has any ownership, voting or profit and loss sharing percentage interest (the “Subsidiaries”) as well as a list of other Company Subsidiariesany and all businesses, entities, enterprises and organizations which has any ownership, voting or profit and loss sharing percentage interest in Abazias-DE, are identified in Schedule 4.6 hereto, together with the interest therein. Other than Unless the Company Subsidiariescontext requires otherwise or specifically designated to the contrary on Schedule 4.6 hereto, “Abazias-DE” as used in this Agreement shall include all such Subsidiaries and except Affiliates. Except as set forth in Section 4.2 Schedule 4.6, Abazias-DE has made no advances to, or investments in, nor owns beneficially or of the Company Disclosure Letter, the Company does not own, directly or indirectlyrecord, any capital stock securities of or other equity securities of interest in, any corporation business, entity, enterprise or have any direct or indirect equity or ownership interest in any business or other Personorganization, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions Each entity shown on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and Schedule 4.6 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its state of incorporation; (b) , and has full corporate power to own all of its property and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) conducted. Also set forth on Schedule 4.6 is duly a list of jurisdictions in which each Subsidiary is qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction corporation. Such jurisdictions are the only jurisdictions in which such qualification is required, except for such failures the ownership or leasing of property by each Subsidiary or the conduct of its business requires it to be so qualified qualified. All of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, except as set forth on Schedule 4.6, are owned, of record and beneficially, by Abazias-DE, and on the Closing Date will be owned by Abazias-DE , free and clear of all liens, encumbrances, equities, options or licensed and in good standing claims whatsoever. No Subsidiary has outstanding any other equity securities or securities options, warrants or rights of any kind that are convertible into equity securities of Abazias-DE, except as would notset forth on Schedule 4.6. Notwithstanding the above, individually those equity securities or securities options, warrants or rights of any kind that are convertible into equity securities listed on Schedule 4.6, shall not be acquired by Parent in the aggregate, reasonably be expected to have a Company Material Adverse EffectMerger. The Company has made available to After the Parent complete and correct copies Closing of the certificate Merger, all equity securities or securities options, warrants or rights of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effectany kind that are convertible into equity securities listed on Schedule 4.6 shall be cancelled.

Subsidiaries and Affiliates. Section 5.2 of the Company --------------------------- Parent ---------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Parent Subsidiary and the jurisdictions in which such Company each Parent Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 5.2 of the Company Parent Disclosure Letter, the Company Parent 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 or other Person, which other than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Parent Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company Parent free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Parent Subsidiary to any Person except to the CompanyParent. Each Company Parent Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would notnot be, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse EffectEffect to Parent. The Company Parent has made available to the Parent Company complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Parent Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 5.2 of the Parent Disclosure Letter, such Section 5.2 completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or Affiliate of Parent, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such each Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the 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 or other Person, which other than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kindLiens, 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 securities of any such Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 4.2 of the Company Disclosure Letter, such Section 4.2 of the Company Disclosure Letter completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or Affiliate of the Company, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter Schedule sets forth the name, jurisdiction of incorporation and authorized and outstanding capital stock of each material Company Subsidiary and the jurisdictions in which such each Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the 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 or other Person, which other than publicly traded securities constituting less than five percent (5%) of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a set forth in Section 4.2 of the Company Material Adverse EffectDisclosure Schedule, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kindLiens, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there are is no outstanding optionsoption, rights right or agreements agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is is, except as set forth in Section 4.2 of the Company Disclosure Schedule, a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation; (b) has full all requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate or articles of incorporation, bylaws by-laws or similar organizational documents of each material Company Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 4.2 of the Company Disclosure Schedule, such Schedule completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or affiliate of the Company, and any agreement, arrangement or understanding with the Company or the Company Subsidiary, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter Schedule sets forth the for each current CSL ----------- Subsidiary, and for each of CCC Boynton and CCC Senior Living, its name, type of entity, jurisdiction of incorporation and authorized and outstanding capital or formation, capitalization, the names of each material Company Subsidiary the record holders of its equity interests and the jurisdictions in which such Company Subsidiary it is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 3.3 of the Company Disclosure Letter----------- Schedule, the Company CSL currently 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 interests in any business or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effectset forth in Section 3.3 of ----------- the Disclosure Schedule, all the outstanding capital stock of equity interests in each Company CSL Subsidiary is, are owned directly or indirectlyindirectly by CSL, owned (of record and beneficially) by the Company free and clear of any liensall Liens, options and are validly issued, fully paid and nonassessable, and there are no outstanding options, rights or encumbrances agreements of any kindkind relating to the issuance, restrictions on transfers (other than restrictions on sale or transfer arising under applicable securities laws), claims or charges of any kindcapital stock or other equity securities of any CSL Subsidiary. All the capital stock of CCC Boynton and CCC Senior Living is owned directly by CLJ, free and clear of all Liens, 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 securities of any Company Subsidiary to any Person except to the CompanyCCC Boynton or CCC Senior Living. Each Company Subsidiary (a) of the CSL Subsidiaries, CCC Boynton and CCC Senior Living is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power organization, and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation and in good standing in every jurisdiction in which ownership of property or the conduct of its business requires such qualification is requiredqualification, except for such failures where the failure to be do so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such each Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 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 or other Person, which other than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would notnot be, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse EffectEffect to the Company. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 4.2 of the Company Disclosure Letter, such Section 4.2 completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or Affiliate of the Company, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. Section 3.5 of the Company --------------------------- Disclosure Letter Schedule sets forth the name, jurisdiction of incorporation incorporation, capitalization, ownership, officers and authorized and outstanding capital directors of each material Company Subsidiary and the jurisdictions corporation or other entity in which such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 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 has any direct or indirect equity interest or other ownership interest ("Subsidiary") and the jurisdictions, if any, in any business or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is requiredcorporation. Section 3.5 of the Disclosure Schedule also describes briefly the business of and assets (including intangible assets) owned by each Subsidiary. All of the outstanding shares of capital stock of each Subsidiary owned by the Company are free and clear of any Encumbrance, except for such failures to be so qualified or licensed and in good standing as would notare validly issued, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectfully paid and nonassessable. The Company owns 100% of the issued and outstanding shares of all classes of capital stock of each Subsidiary. There are no options, warrants, conversion privileges or any other rights, agreements, arrangements or understandings (including, without limitation, rights of first refusal) with respect to any shares of capital stock of any Subsidiary. Each Subsidiary (i) is a corporation duly organized and validly existing under the laws of its state of incorporation, (ii) is current in all filings necessary to maintain its corporate existence under such law and no proceedings have been filed or are pending for its dissolution or winding up, (iii) has made available all requisite corporate power and authority to own, lease and operate the properties and assets it now owns, leases or operates and to carry on its business as presently conducted or presently proposed to be conducted, and (iv) is not required to be qualified to transact business as a foreign corporation in any jurisdiction other than the jurisdictions listed in Section 3.5 of the Disclosure Schedule. The Company has, upon or prior to the Parent execution of this Agreement, delivered to the Buyer complete and correct copies of the certificate Articles of Incorporation, as amended to date (certified by the secretary of state of the state of incorporation) and By-Laws, bylaws or similar organizational documents as amended to date (certified by the Secretary of the Company as of a recent date) of each material Company Subsidiary. Neither the Articles of Incorporation nor the By-laws of any Subsidiary have been amended since the dates of certification thereof, as presently in effectnor has any action been taken for the purpose of effecting any amendment of such instruments.

Subsidiaries and Affiliates. Schedule 9.5 is a correct and complete list as of the Company --------------------------- Disclosure Letter sets forth Closing Date of the name, jurisdiction of incorporation name and authorized and outstanding capital relationship to the Borrower of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 all of the Company Disclosure LetterBorrower's Subsidiaries and other Affiliates. Since the Closing Date, the Company does not own, directly Borrower has notified the Lender as to the name and relationship to the Borrower of any other Person which became a Subsidiary or indirectly, any other Affiliate of the Borrower after the Closing Date. The Borrower and/or the applicable Subsidiary of the Borrower is the only record and beneficial owner of all of the shares of capital stock or other ownership interests of each of the Subsidiaries, in each case as listed on Schedule 9.5 or as specified in such notification. There are no proxies, irrevocable or otherwise, with respect to such shares or ownership interests, and no equity securities of any corporation of such Subsidiaries are or have may become required to be issued by reason of any direct options, warrants, scrip, rights to subscribe to, calls or indirect equity commitments of any character whatsoever relating to, or ownership interest in securities or rights convertible into or exchangeable for, shares of any business or other Person, which equity capital stock of or ownership interests in any such Subsidiary, and investments in the aggregate exceed $1,000,000there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of its capital stock, securities convertible into or exchangeable for such shares, or any other ownership interests. Except for director qualifying All of such shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, ownership interests so owned (of record and beneficially) by the Company Borrower are owned by the Borrower free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (Liens other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the CompanyPermitted Liens. Each Company Subsidiary is (a) is a corporation duly organized, incorporated and organized and validly existing and in good standing under the laws of its state of incorporation; incorporation set forth on Schedule 9.5, and (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation and in good standing in every jurisdiction the states set forth opposite its name on Schedule 9.5, which are the only states in which such qualification is required, except for such failures the failure to be so qualified or licensed and would result in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth Schedule D includes the name, jurisdiction of incorporation and authorized and outstanding share capital of each material Company JVCo Subsidiary and the jurisdictions in which such Company each JVCo Subsidiary is qualified to do business, as well as a list of other Company Subsidiariesincorporated. Other than in the Company JVCo Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the Company JVCo does not own, directly or indirectly, any share capital stock or other equity securities of any other corporation or have any direct or indirect equity legal or beneficial ownership interest in any business or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000business. Except for director qualifying The shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company JVCo Subsidiary isare, legally and beneficially owned directly or indirectlyindirectly by JVCo as set forth in Schedule D hereto, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, all Encumbrances and is are validly issued, fully paid and nonassessable, and there are no outstanding options, rights or agreements . None of any kind relating to the issuance, sale or transfer JVCo Subsidiaries listed in Schedule D as being less than 100% owned by JVCo (other than those listed in Section II of any capital stock or other equity securities Part 1 of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (aSchedule D) is a corporation direct or indirect wholly-owned subsidiary of JVCo, the Shareholders, the Guarantors or any of their Affiliates. All shares of each Warranted Subsidiary, existing in a form of the joint stock company in Russia, have been registered with the state authority responsible for the state registration of the securities issues. Each Warranted Subsidiary (i) is a joint stock company or limited liability company duly organized, organized and validly existing and in good standing under the laws of its state of incorporation; (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (ciii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which ownership of property or the conduct of its business requires such qualification or, if a Warranted Subsidiary is required, except for such failures to be not so qualified in any such jurisdiction, it can become so qualified in such jurisdiction without any material adverse effect (including assessment of state taxes for prior years) upon its business and properties. JVCo has heretofore delivered or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent Purchaser complete and correct copies of the certificate of incorporationarticles, bylaws or similar organizational documents charters and by laws of each material Company Warranted Subsidiary, as presently in effect. No Guarantor has any interest in any Warranted Subsidiary. None of the JVCo Subsidiaries which: (i) are listed in Section VI of Part 1 of Schedule D, (ii) are to be liquidated prior to the Closing or (iii) are to be transferred outside JVCo Group prior to the Closing, owns any asset (real, personal or mixed, tangible or intangible) or provides any service to a member of the JVCo Group which is material to the conduct of the businesses of JVCo Group as currently conducted.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure LetterSchedule sets forth each corporation, partnership, limited liability company or other business entity, (a) which the Company does not ownowns or controls, or has in the past owned or controlled, directly or indirectly, (b) in which the Company owns, directly or indirectly, any capital stock ownership, equity, or other equity securities of any corporation voting interest in, or have any direct or indirect equity or ownership interest (c) in any business or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free has an agreement or commitment to purchase any such interest (any of the foregoing, a "Company Subsidiary" and clear collectively, the "Company Subsidiaries"). Each entity listed on Section 3.4 of any liens, options the Company Disclosure Schedule that is no longer in existence has been duly dissolved in accordance with its charter documents and the laws of the jurisdiction of its incorporation or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Companyorganization. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified incorporation or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectorganization. The Company has made available to the Parent complete and correct copies All of the certificate outstanding shares of incorporationcapital stock, bylaws membership interests or similar organizational documents other equity interests of each material Company Subsidiary are owned of record and beneficially by the Company, free and clear of any and all Encumbrances. All outstanding shares of each Company Subsidiary, as presently membership interests or other equity interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Company Subsidiary, or any agreement to which such Company Subsidiary is a party or by which it is bound. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue, deliver, sell, purchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of the Company Subsidiary, membership interests or other equity interests or obligating such Company Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Company Subsidiary. There are no outstanding liabilities or obligations (outstanding, contingent or otherwise), direct or indirect, including taxes, with respect to any Company Subsidiary. Neither the Company nor any Company Subsidiary has agreed or is obligated to make any future investment in effector capital contribution to any Person.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter OF THE COMPANY DISCLOSURE SCHEDULE sets forth the name, jurisdiction of incorporation and authorized and outstanding capital stock of each material Company Subsidiary and the jurisdictions in which such each Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the 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 or other Person, which other than publicly traded securities constituting less than five percent (5%) of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effectset forth in SECTION 4.2 OF THE COMPANY DISCLOSURE SCHEDULE, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kindLiens, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there are is no outstanding optionsoption, rights right or agreements agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is is, except as set forth in SECTION 4.2 OF THE COMPANY DISCLOSURE SCHEDULE, a corporation duly organized, validly existing and in good standing under the laws of its state jurisdiction of incorporation; (b) has full all requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate or articles of incorporation, bylaws by-laws or similar organizational documents of each material Company Subsidiary, as presently in effect. With respect to any exception to ownership set forth in SECTION 4.2 OF THE COMPANY DISCLOSURE SCHEDULE, such Schedule completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or affiliate of the Company, and any agreement, arrangement or understanding with the Company or the Company Subsidiary, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. Section 5.2 of the Company --------------------------- Parent Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Parent Subsidiary and the jurisdictions in which such Company each Parent Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 5.2 of the Company Parent Disclosure Letter, the Company Parent 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 or other Person, which other than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Parent Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company Parent free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Parent Subsidiary to any Person except to the CompanyParent. Each Company Parent Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would notnot be, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse EffectEffect to Parent. The Company Parent has made available to the Parent Company complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Parent Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 5.2 of the Parent Disclosure Letter, such Section 5.2 completely and correctly identifies the record and the beneficial owner of any such shares, whether such record or beneficial owner is an employee, agent or Affiliate of Parent, and any agreement, arrangement or understanding, whether written or oral, with respect to such ownership.

Subsidiaries and Affiliates. of the The Company Disclosure --------------------------- Disclosure Letter Schedule sets forth the name, name and jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which each such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the The Company does not own, directly or indirectly, any capital stock or other equity securities of or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation or have any direct or indirect equity or ownership interest in any business or other Person, which than publicly traded securities constituting less than one percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company Subsidiary is, is owned directly or indirectly, owned (of record and beneficially) indirectly by the Company Company, free and clear of any all pledges, claims, liens, options charges, options, agreements, limitations on voting rights, encumbrances or encumbrances security interests of any kindkind (collectively, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws"Liens"), claims or charges of any kind, and is validly issued, fully paid and nonassessablenon-assessable, 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 Company Subsidiary to any Person except to the Company. Each Company Subsidiary (ai) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its own the properties and assetsassets it now owns; and (ciii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which ownership of property or the conduct of its business requires such qualification is requiredqualification, except for where the failure to have such failures power and authority or to be so qualified qualified, licensed or licensed and in good standing as would notcould not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. of the Company --------------------------- The Disclosure Letter Schedule sets forth the name, jurisdiction of incorporation and authorized and outstanding capital stock of each material Company SoundView Subsidiary and the jurisdictions in which such Company each SoundView Subsidiary is licensed or qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the Company SoundView 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 or other Person, which than publicly traded securities constituting less than five percent of the outstanding equity or ownership interests and investments in of the aggregate exceed $1,000,000issuing entity. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all All the outstanding capital stock of each Company SoundView Subsidiary is, is owned directly or indirectly, owned (of record and beneficially) indirectly by the Company SoundView free and clear of any all liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), kind and all material claims or charges of any kind, 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 securities of any Company such SoundView Subsidiary to any Person person except to the CompanySoundView or another SoundView Subsidiary. Each Company SoundView Subsidiary (ai) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (bii) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and or operate its the properties and assetsassets it now owns, leases or operates; and (ciii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which ownership of property or the conduct of its business requires such licensing or qualification or, if a SoundView Subsidiary is requirednot so licensed or qualified in any such jurisdiction, except it can become so licensed or qualified in such jurisdiction without any material adverse effect (including assessment of state taxes for such failures prior years) upon its business and properties. SoundView has heretofore delivered to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents incorporation and by-laws of each material Company SoundView Subsidiary, as presently in effect.

Subsidiaries and Affiliates. (a) Section 2.6(a) of the Company --------------------------- Seller Disclosure Letter sets forth Schedule (i) lists each Subsidiary of OpenTV, (ii) lists, under the nameheading "Strategic Partners," certain Persons that are not Subsidiaries of OpenTV and in which OpenTV or one or more of its Subsidiaries holds an equity interest (each such Person, a "STRATEGIC PARTNER"), (iii) lists the jurisdiction of incorporation organization of each Subsidiary of OpenTV and each Strategic Partner, (iv) describes the number and type of the authorized and outstanding capital equity interests or securities of each material Company direct and indirect Subsidiary of OpenTV, (v) describes the number and type of the equity interests or securities, including interests or securities convertible into or exchangeable or exercisable for any equity interest or security, in each such Subsidiary and the jurisdictions in Strategic Partner owned directly or indirectly by OpenTV (each, an "OPENTV INVESTMENT"), (vi) lists all material Contracts to which OpenTV or any of its Subsidiaries are parties or by which their respective assets or properties are bound evidencing such equity interests or securities, pursuant to which such Company Subsidiary is qualified equity interests or securities are held, evidencing Restrictions affecting such equity interests or securities or entered into in connection with the acquisition of such equity interests or securities (the "OPENTV INVESTMENT AGREEMENTS") and (vii) to do businessthe knowledge of the Seller Parties, lists each officer or director of any member of the MIH Group (as well as a list defined below) (including OpenTV or any of its Subsidiaries) that holds any equity interest (other Company Subsidiaries. Other than the Company Subsidiariesownership of publicly traded equity securities) in, or has any material business relationship with, any Strategic Partner and except describes the equity interest in or relationship with each such Strategic Partner of any such individuals. True and complete copies of the OpenTV Investment Agreements have been made available to Liberty. OpenTV or the applicable Subsidiary thereof has good and valid title to the OpenTV Investments, free and clear of any Liens and, in the case of OpenTV Investments that are Subsidiaries of OpenTV, not subject to any Restrictions, other than as set forth in Section 4.2 2.6(a) of the Company Seller Disclosure LetterSchedule or as may have been created by this Agreement and except for restrictions on transfer under federal, the Company does not ownstate or foreign securities Laws. None of OpenTV or any of its Subsidiaries is a party to, directly nor are any of their respective assets or indirectlyproperties bound by, any Contract that requires OpenTV or any of its Subsidiaries to (A) fund any capital stock calls of or make other equity securities of contributions or loans, or otherwise provide funds, to a Strategic Partner or (B) purchase, from any corporation Strategic Partner or have from any direct or indirect equity or ownership interest in any business or other Person, which any equity interests or ownership interests and investments in the aggregate exceed $1,000,000securities of such Strategic Partner. Except for director qualifying shares and except as would not set forth in Section 2.6(a) of the Seller Disclosure Schedule, there is no Legal Proceeding pending or, to the best of the Seller Parties' knowledge, threatened, against OpenTV or any of its Subsidiaries relating to any Strategic Partner or any Investment Agreement related to a Strategic Partner, which Legal Proceeding is reasonably likely to have an OpenTV Material Adverse Effect or a Company Seller Material Adverse Effect. (b) OpenTV Sub and, all to the outstanding capital stock knowledge of the Seller Parties, each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (OpenTV other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary OpenTV Sub (ai) is a corporation duly organizedorganized or incorporated, validly existing and in good standing under the laws Laws of the jurisdiction of its state of organization or incorporation; , as applicable, (bii) has full corporate all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (ciii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures to be so qualified or licensed and in good standing as would notto do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business or activities conducted by it make such qualification necessary, except in the case of clause (iii) where the failure to be so duly qualified or licensed and in good standing, individually or in the aggregate, reasonably be expected to would not have a Company Seller Material Adverse Effect or an OpenTV Material Adverse Effect. (c) As of the date hereof, the authorized capital stock of OpenTV Sub consists solely of 275,000,000 shares of Class A Common Stock, par value $0.001 per share ("OPENTV SUB CLASS A STOCK"), 225,000,000 shares of Class B Common Stock, par value $0.001 per share ("OPENTV SUB CLASS B STOCK"), and 25,000,000 shares of Preferred Stock, par value $0.001 per share ("OPENTV SUB PREFERRED STOCK"). The Company has made available As of March 31, 2002, there were 42,049,846 shares of OpenTV Sub Class A Stock, 38,361,114 shares of OpenTV Sub Class B Stock and no shares of OpenTV Sub Preferred Stock issued and outstanding. As of the date of this Agreement, there are no outstanding shares of capital stock or other securities or ownership securities of OpenTV Sub that are not described in the immediately preceding sentence except as may have been issued pursuant to the Parent complete Sun Exchange Agreement or the Exchange Plan. All issued and outstanding shares of OpenTV Sub Class A Stock and OpenTV Sub Class B Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, and (iii) assuming that the representations and warranties made by the Persons to whom such shares were issued were true and correct copies when made or deemed made and that such Persons have complied with each of the certificate restrictions imposed upon the further disposition of incorporationsuch shares, bylaws were issued in compliance with all applicable state, federal and foreign Laws concerning the offer, sale and issuance of securities. Except for rights under the Exchange Plan and the Sun Exchange Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, trusts (voting or otherwise), rights (including conversion or preemptive rights and rights of first refusal), exchangeable or convertible securities or other commitments or agreements of any nature relating to the capital stock or other securities or ownership interests of OpenTV Sub (including any phantom shares, phantom equity interests, stock or equity appreciation rights or similar organizational documents rights) or obligating OpenTV Sub, at any time or upon the happening of each material Company Subsidiaryany event, as presently in effectto issue, transfer, deliver, sell repurchase, redeem or otherwise acquire, or cause to be issued, transferred, delivered, sold, repurchased, redeemed or otherwise acquired, any of its capital stock or any phantom shares, phantom equity interests, stock or equity appreciation rights or similar rights, or other ownership interest of OpenTV Sub or obligating OpenTV Sub to grant, extend or enter into any such subscription, option, warrant, put, call, trust, right, exchangeable or convertible security, commitment or agreement.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter (a) Schedule 3.4(a) sets forth the name(i) with respect to CCSI, jurisdiction each Person who is a partner of incorporation and authorized and outstanding capital of each material Company Subsidiary CCSI and the jurisdictions in which Equity Securities or percentage interest held by each such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiariespartner, and except (ii) for each Related Entity that is a limited liability company, each Person who is a member or holder of any Equity Securities and the Equity Securities or percentage interest held by such Person. Except as set forth in Section 4.2 on Schedule 3.4(a), there are no subscriptions, calls, warrants, options or commitments of the Company Disclosure Letterany kind or character relating to, the Company does not own, directly or indirectlyentitling any Person to purchase or otherwise acquire, any capital stock or other equity securities Equity Securities of any corporation Related Entity. Except as set forth on Schedule 3.4(a), there are no commitments or have agreements providing for the issuance of additional Equity Securities of any direct Related Entity, or indirect equity for the repurchase or ownership interest in redemption of Equity Securities of a Related Entity. There are no agreements of any business kind that may obligate a Related Entity to issue, purchase, register for sale, redeem or otherwise acquire any Equity Securities of such Related Entity. Except as set forth on Schedule 3.4(a), there are no voting trusts, partner or member agreements, proxies or other Personagreements in effect to which Seller or a Related Entity is a party or by which any of them may be bound with respect to the voting or transfer of Equity Securities of a Related Entity. Copies of the certificate of organization, which equity limited liability company operating agreement, partnership agreement or ownership interests other governing documents of each Related Entity have been provided or made available to a Buyer Party and investments are accurate and complete as of the date hereof. All of the outstanding shares of Equity Securities in the aggregate exceed $1,000,000. Except for director qualifying shares Related Entities have been duly and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record validly authorized and beneficially) by the Company free issued and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, are fully paid and nonassessable, and there with respect to the Equity Securities of a Related Entity owned by Seller, are no outstanding options, rights or agreements free and clear of any kind relating to the issuance, sale Liens or transfer of any capital stock or Liabilities other equity securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing than Permitted Liens and in good standing under the laws of its state of incorporation; Assumed Liabilities. (b) has full corporate power and authority Except as set forth on Schedule 3.4(b), neither Seller nor any Related Entity owns of record or beneficially any Equity Securities of any Person or any right (contingent or otherwise) to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and acquire the same. (c) Except as set forth in Schedule 3.4(c), neither Seller nor any Related Entity is duly qualified a member of (nor are any part of their respective businesses conducted through) any partnerships or licensed limited liability companies, and neither Seller nor any Related Entity is a participant in any joint venture or similar arrangement. With respect to do business as a foreign corporation in good standing in every jurisdiction in which any joint venture or similar arrangement listed on Schedule 3.4(c), copies of the agreements or other documents governing such qualification is required, except for such failures to be so qualified joint venture or licensed and in good standing as would not, individually arrangement have been provided or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Parent a Buyer Party and are accurate and complete and correct copies as of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effectdate hereof.

Subsidiaries and Affiliates. of Any and all businesses, entities, enterprises and organizations in which the Company --------------------------- Disclosure Letter sets forth has any ownership, voting or profit and loss sharing percentage interest (the name“Subsidiaries”) are identified in Section 3.6 hereto, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and together with the jurisdictions Company’s interest therein. Unless the context requires otherwise or specifically designated to the contrary on Section 3.6 hereto, “Company” as used in which this Agreement shall include all such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except Except as set forth in Section 4.2 3.6, (i) the Company has made no advances to, or investments in, nor owns beneficially or of record, any securities of or other interest in, any business, entity, enterprise or organization, (ii) there are no arrangements through which the Company has acquired from, or provided to, the Seller or their affiliates any goods, properties or services, (iii) there are no rights, privileges or advantages now enjoyed by the Company as a result of the ownership 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 or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liensSeller which, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 knowledge of the Seller or transfer of any capital stock or other equity securities of any Company Subsidiary to any Person except to the Company, might be lost as a result of the consummation of the transactions contemplated by this Agreement. Each Company Subsidiary (a) entity shown on Schedule 3.6 is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its state of incorporation; (b) , and has full corporate power to own all of its property and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) conducted. Also set forth on Schedule 3.6 is duly a list of jurisdictions in which each Subsidiary is qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction corporation. Such jurisdictions are the only jurisdictions in which such qualification is required, except for such failures the ownership or leasing of property by each Subsidiary or the conduct of its business requires it to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectqualified. The Company has made available to the Parent complete and correct copies All of the certificate outstanding shares of incorporation, bylaws or similar organizational documents capital stock of each material Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, except as set forth on Schedule 3.6, are owned, of record and beneficially, by the Company, and on the Closing Date will be owned by the Company, free and clear of all liens, encumbrances, equities, options or claims whatsoever. No Subsidiary has outstanding any other equity securities or securities options, warrants or rights of any kind that are convertible into equity securities of such Subsidiary, except as presently in effectset forth on Schedule 3.6.

Subsidiaries and Affiliates. of the Company --------------------------- Disclosure Letter sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 of the Company Disclosure Letter, the The Company does not ownnot, directly or indirectly, own any capital shares of stock or other equity securities interest (including any form of profit participation) in, has not made any corporation investment in, and does not control or have any direct or indirect equity or ownership proprietary interest in in, any business corporation, partnership, joint venture or other Person, business association or entity other than as set forth in Schedule 4.2 annexed hereto (all such entities are hereinafter referred to collectively as the "Company Subsidiaries") which equity or also sets forth the percentage ownership interests and investments in of the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary isCompany, directly or indirectly, owned (in each of record the Company Subsidiaries. All of the capital stock and beneficially) other interests so held by the Company (directly or indirectly) as indicated on Schedule 4.2 are owned by the Company (directly or indirectly) free and clear of any liensclaim, options lien, encumbrance, security interest or encumbrances agreement with respect thereto. All of any kindthe outstanding shares of capital stock in each of the Company Subsidiaries are duly authorized, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessablenon-assessable and were issued free of preemptive rights and in compliance with applicable corporate and securities laws. Except as indicated on Schedule 4.2, there are no irrevocable proxies, voting agreements or similar obligations with respect to such capital stock of the Company Subsidiaries, and no equity securities or similar obligations with respect to such capital stock of the Company Subsidiaries are or may become required to be issued or purchased by reason of any options, warrants, rights to subscribe to, puts calls, reservation of shares or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any capital stock of any Company Subsidiary, and there are no outstanding contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock, or options, warrants or rights to purchase or agreements acquire any additional shares of any kind relating to the issuance, sale or transfer of any its capital stock or other equity securities of any Company Subsidiary to any Person except to the Companyconvertible into or exchangeable for such shares. Each of the Company Subsidiary (a) Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is required, except for such failures the failure to be so qualified or licensed and in good standing as would not, individually or in the aggregate, reasonably be expected to qualify could have a Company Material Adverse Effectmaterial adverse effect upon the Subsidiary or the Company. The Company has made available to Schedule 4.2 also sets forth the Parent complete and correct copies name of each of the certificate Company's affiliates (other than the Company Subsidiaries), including joint venture affiliates (incorporated and unincorporated), and the nature of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effectthe affiliation.

Subsidiaries and Affiliates. A complete and correct list of all Subsidiaries of the Company --------------------------- Disclosure Letter sets forth (the name, jurisdiction of incorporation and authorized and outstanding capital of each material Company Subsidiary and the jurisdictions in which such Company Subsidiary is qualified to do business, as well as a list of other “Company Subsidiaries”) and their respective jurisdictions of formation is set forth in Section 2.4 of the Disclosure Schedules. Other than Each of the Company SubsidiariesSubsidiaries is wholly owned of record and beneficially by the Company, or a Company Subsidiary, free and except clear of any Encumbrances, as set forth in Section 4.2 2.4 of the Company Disclosure LetterSchedules, and 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 in, or any business other securities convertible or exchangeable into or exercisable for capital stock of or any ownership interest in, any other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding The capital stock or equity interests, as applicable, of each Company Subsidiary is, directly or indirectly, owned (of record the “Subsidiary Shares”) have been authorized and beneficially) by the Company free validly issued and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, are fully paid and nonassessable. The Subsidiary Shares were issued in compliance with all applicable Laws. There are no stock appreciation rights, phantom stock rights or similar rights with respect to any Company Subsidiary. There are no shareholders agreements or similar agreements, including any that affect or restrict the voting rights or right to transfer the Subsidiary Shares (including any rights of refusal or offer, co-sale, tag-along or drag-along rights), and there are no outstanding options, investor rights or similar agreements, including any agreements of providing for any kind relating to the issuanceregistration rights, sale information or transfer of any capital stock inspection rights, or other equity securities of any Company Subsidiary similar rights with respect to any Person except to of the CompanyCompany Subsidiaries. Each of the Company Subsidiary (a) Subsidiaries is a corporation the type of entity set forth opposite its name in Section 2.4 of the Disclosure Schedules and is duly organized, validly existing and in good standing under the laws Laws of its state of incorporation; (b) has formation, with full corporate power and authority to carry on conduct its business as it is now being currently conducted and to own, lease own and operate its use the properties owned and assets; and (c) used by it. Each of the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing standing, as applicable, in every jurisdiction each of the jurisdictions specified in Section 2.4 of the Disclosure Schedules, which are the only jurisdictions in which such qualification is requirednecessary, except for such failures where the failure to be so qualified or licensed and in good standing standing, as applicable, would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. The Company has made available to the Parent complete and correct copies of the certificate of incorporation, bylaws or similar organizational documents of each material Company Subsidiary, as presently in effect.

Subsidiaries and Affiliates. Section 4.6 of the Company --------------------------- Disclosure Letter Schedule sets forth the name, jurisdiction of incorporation incorporation, capitalization, ownership, officers and authorized and outstanding capital directors of each material Company Subsidiary and the jurisdictions corporation or other entity (other than publicly-traded corporations) in which such Company Subsidiary is qualified to do business, as well as a list of other Company Subsidiaries. Other than the Company Subsidiaries, and except as set forth in Section 4.2 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 has any direct or indirect equity interest or other ownership interest ("Subsidiary") and the jurisdictions, if any, in any business or other Person, which equity or ownership interests and investments in the aggregate exceed $1,000,000. Except for director qualifying shares and except as would not have a Company Material Adverse Effect, all the outstanding capital stock of each Company Subsidiary is, directly or indirectly, owned (of record and beneficially) by the Company free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, 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 securities of any Company Subsidiary to any Person except to the Company. Each Company Subsidiary (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets; and (c) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which such qualification is requiredcorporation. (The term "Subsidiary" and "Subsidiaries" shall not include Badger Limited Assortment LLC.) Section 4.6 of the Disclosure Schedule also describes briefly the business of and assets owned by each Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary owned by the Company are free and clear of any security interest, except for such failures to be so qualified restriction, option, voting trust or licensed agreement, proxy, encumbrance, claim or charge of any kind whatsoever, and in good standing as would notare validly issued, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectfully paid and non-assessable. The Company owns 100% of the issued and outstanding shares of all classes of capital stock or other equity interests of each Subsidiary. There are no options, warrants, conversion privileges or any other rights, agreements, arrangements or understandings (including, without limitation, rights of first refusal) with respect to any shares of capital stock or other equity interests of any Subsidiary. Each Subsidiary (i) is a corporation or limited liability company duly organized and validly existing under the laws of its state of incorporation, (ii) is current in all filings necessary to maintain its existence under such law and no proceedings have been filed or are pending for its dissolution or winding up, (iii) has made available all requisite power and authority to own, lease and operate the properties and assets it now owns, leases or operates and to carry on its business as presently conducted or presently proposed to be conducted, and (iv) is not required to be qualified to transact business as a foreign entity in any jurisdiction other than the jurisdictions listed in Section 4.6 of the Disclosure Schedule. The Company has, upon or prior to the Parent execution of this Agreement, delivered to Buyer complete and correct copies of the certificate Articles of Incorporation or Articles of Organization (as applicable), as amended to date (certified by the secretary of state of the state of incorporation) and By-Laws or Operating Agreement (as applicable), bylaws or similar organizational documents as amended to date (certified by the Secretary of the Company as of a recent date) of each material Company Subsidiary. Neither the Articles of Incorporation, as presently in effectArticles of Organization, Operating Agreement nor By-laws of any Subsidiary have been amended since the dates of certification thereof, nor has any action been taken for the purpose of effecting any amendment of such instruments.