Common use of Subsidiaries and Investments Clause in Contracts

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose Schedule 3.3 discloses with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “"blue sky” " laws and regulations. There are no securities rights Securities Rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents on Schedule 3.3 as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “"Subsidiary” " means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose Except as set forth in Schedule 2.22(a), Tianyin does not own any capital stock, has any interest of any kind nor has any agreement or commitment to purchase any interest, whatsoever in any corporation, partnership, or other form of business organization (any such organization is referred to as a “Subsidiary”). (b) 2.22(b) sets forth true and complete copies of the charter of each Subsidiary, as well as any limited liability company agreement, operating agreement or shareholder agreement relating to such Subsidiary, and any acquisition agreement relating to any Subsidiary. All corporate or other action that has been taken by any Subsidiary has been duly authorized and does not conflict with respect to each or violate any provision of its charter, bylaws or other organizational documents. (c) Each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, is duly organized and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite and has the corporate necessary power and authority to own own, operate or lease its those assets or properties which are owned, operated or leased by it and to carry on conduct its business as now it has been and currently is being conducted. For , (iii) is qualified to do business in all jurisdictions where the purposes hereoffailure to be so qualified would have a material adverse effect on its business. (d) Except as set forth in Schedule 2.22(d), a “Subsidiary” means any corporation, limited liability company, partnership, joint venture all outstanding shares of capital stock or other entity in which the Company ownsownership interests of each Subsidiary are validly issued, fully paid, nonassessable and free of preemptive rights and are owned (either directly or indirectly, more than 20% of the outstanding voting securities or equity interests) by Tianyin without any encumbrances. (be) Except as disclosed set forth in SEC DocumentsSchedule 2.22(e), there are no outstanding securities convertible into or exchangeable for the capital stock of or other equity interests in any Subsidiary and no outstanding options, rights, subscriptions, calls commitments, warrants or rights of any character for Tianyin or any Subsidiary or any other person or entity to purchase, subscribe for or to otherwise acquire any shares of such stock or other securities of any Subsidiary. (f) Except as set forth in Schedule 2.22(f), there are no outstanding agreements affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of any capital stock of or other equity interests in any Subsidiary. (g) Each Subsidiary’s stock register or similar register of ownership has complete and accurate records indicating the following: (i) the name and address of each person or entity owning shares of capital stock or other equity interest of the Subsidiary and (ii) the certificate number of each certificate evidencing shares of capital stock or other equity interest issued by the Subsidiary, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture number of shares or other entityequity interests evidenced by each such certificate, the date of issuance of such certificate, and, if applicable, the date of cancellation. Copies of same have been made available to VSCO.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “"blue sky” " laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “"Subsidiary” " means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “"blue sky” " laws and regulations. There are no securities rights Securities Rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “"Subsidiary” " means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the CompanyUPR does not own, directly or indirectly through one indirectly, any equity or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and other ownership interest in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity or enterprise, except for its subsidiaries and other entities, in which each case set forth in Section 4.2 to the Company UPR Disclosure Schedule. Section 4.2 of the UPR Disclosure Schedule specifically identifies each of UPR's "significant subsidiaries" as defined in Rule 1-02(w) of Regulation S-X (the subsidiaries so identified the "SIGNIFICANT SUBSIDIARIES"). UPR owns, directly or indirectly, more than 20% each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such subsidiary) of each of UPR's Significant Subsidiaries. Each of the outstanding shares of capital stock of each of UPR's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by UPR free and clear of all liens, pledges, security interests, claims or other encumbrances. With respect to UPR's subsidiaries other than the Significant Subsidiaries, to the extent the outstanding shares of capital stock of each of such Subsidiaries are not (i) duly authorized, validly issued, fully paid and nonassessable, or (ii) owned, directly or indirectly, by UPR free and clear of all liens, pledges, security interests, claims or other encumbrances, there is not, and there could not reasonably be expected to be, any material impact on the business and operations of UPR and its subsidiaries taken as a whole. There are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of any subsidiary of UPR, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of any subsidiary of UPR, and neither UPR nor any subsidiary of UPR has any obligation of any kind to issue any additional securities or equity intereststo pay for or repurchase any securities of any subsidiary of UPR or any predecessor thereof. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to Set forth on Schedule 3.6(a) is a complete and accurate list of each Subsidiary (as defined below) (i) its name, (ii) of FWENC and the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series organization of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary of FWENC (other than Xxxxxxx) is a corporation duly organized, validly existing and in good standing standing, where applicable, under the laws of its the jurisdiction of organization, its organization and has the all requisite corporate power and authority to own or lease its properties property and to carry on its business as now being conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) Each Subsidiary of FWENC (other than Xxxxxxx) is duly qualified or licensed to do business as a foreign corporation and is in good standing, where applicable, in each jurisdiction in which the character or location of the properties owned, leased or operated by such Subsidiary or the nature of the business conducted by such Subsidiary make such qualification or licensing necessary, except for such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Business. (c) Each Subsidiary of FWENC has the capitalization set forth on Schedule 3.6(c). All of the outstanding shares of capital stock or other equity securities, as the case may be, of each Subsidiary of FWENC have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth on Schedule 3.6(c) are owned, of record and beneficially, by FWENC or a Subsidiary of FWENC, free and clear of all Liens other than Permitted Liens. Except as disclosed in SEC Documentsset forth on Schedule 3.6(c), there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise relating to the Company does not owncapital stock of, nor has it ever ownedor other equity or voting interest in, any equity interest in Subsidiary of FWENC or any corporationsecurities convertible into, limited liability companyexchangeable for, partnershipor evidencing the right to subscribe for or acquire any membership interests of, joint venture or other entityequity or voting interest in, such Subsidiary, other than such rights granted to FWENC or a Subsidiary of FWENC.

Subsidiaries and Investments. (a) The SEC Documents disclose Schedule 3.3(a) sets forth, with respect to each Subsidiary (as defined below) ), (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iviii) the number of its outstanding shares or other equity interests of each class or series, series and (viv) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights Securities Rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents on Schedule 3.3(a) as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 2050% of the outstanding voting securities or equity interests. (b) Except as disclosed in SEC Documentson Schedule 3.3(a), the Company does not own, nor since January 1, 2004 has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose Except as set forth in Schedule 4.5(a), neither the Company nor any Company Subsidiary owns, directly or indirectly, any capital stock of or other equity interest in, or in a control position (alone or in combination with others) with respect to, any Person; and neither the Company nor any Company Subsidiary has any Contract to each Subsidiary (as defined belowacquire by any means, directly or indirectly, any equity securities or other securities or similar interest of any Person or any direct or indirect equity or other ownership interest in any business. Schedule 4.5(a) sets forth a true and complete list of (i) its namethe name and jurisdiction of incorporation of each Company Subsidiary, (ii) the jurisdiction of its organizationjurisdictions in which each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation, (iii) the number authorized capital stock of its authorized shares or other equity interestseach Company Subsidiary, (iv) the number of its outstanding shares or other equity interests of each class or seriesof capital stock outstanding of each Company Subsidiary, and (v) the name number of the owner and the number shares of each class and percentage of outstanding shares or other equity interests voting stock of each class or series of such Company Subsidiary owned of record and, if different, owned beneficially by the Company, and (vi) the names, addresses and titles of the directors and officers of each Company and Subsidiary. Except as set forth in Schedule 4.5(a), no capital stock or any other personsecurity (including any debt security) of any Company Subsidiary is held by any person other than the Company. All of the issued and outstanding shares of capital stock and other equity interests of each of the Subsidiaries is Company Subsidiary have been duly authorized and validly issued, issued and are fully paid and nonassessable nonassessable. None of the issued and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any outstanding shares of capital stock, other equity interests stock of the Company Subsidiaries or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly Subsidiaries was issued in violation of any preemptive rights or indirectly, more than 20% any provision of any Company Subsidiary's articles of incorporation or the outstanding voting securities Securities Act or equity interestsany other Legal Requirement. (b) No Company Subsidiary has any outstanding securities convertible into or evidencing the right to purchase or subscribe for any shares of capital stock of such Company Subsidiary, and no Company Subsidiary has any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or other agreements of any character relating to, or obligating such Company Subsidiary to issue any shares of, its capital stock or any securities convertible into or evidencing the right to purchase or subscribe for any shares of such stock. There are no Contracts, commitments, understandings or arrangements relating to the issuance, sale or transfer of any shares of capital stock of any Company Subsidiary or other securities of the Company or the acquisition by any Company Subsidiary of any of its securities. (c) Except as disclosed set forth in SEC DocumentsSchedule 4.5(c), the Company does is not ownsubject to any obligation or requirement to provide funds to, nor has it ever ownedor make any investment in (whether in the form of a loan, capital contribution or otherwise) any equity interest in any corporation, limited liability company, partnership, joint venture or other entityPerson.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company ownsdoes not, directly or indirectly, more than 20% (i) own, of the record or beneficially, any outstanding voting securities or other equity interestsinterests in any Person or (ii) control (by majority voting security ownership or contract) the direction of the management and policies of any Person who is not an individual. Schedule 3.3 sets forth the issued and outstanding Equity Interests of the Company’s Subsidiaries, all of which are owned by the Company except for the Equity Interests owned by other Person(s) as indicated in Schedule 3.3, and no other Equity Interests of the Company’s Subsidiaries are issued or outstanding or are, or may become, issuable pursuant to any outstanding convertible or similar security, instrument or agreement. (b) Except as disclosed for entities formed in SEC Documentsconnection with the transactions contemplated by the Reorganization Agreement, the Company does not own(i) hold securities possessing more than 10 percent of the total voting power of the outstanding voting securities of any one issuer, nor has it ever ownedor (ii) hold securities possessing more than 10 percent of the total value of the outstanding securities of any one issuer. With respect to this Section 3.3(b), the term “securities” includes both equity and debt securities (including secured and unsecured debt) of an issuer, and “value” means (x) fair value as determined in good faith by the board of managers of the Company or (y) in the case of securities for which market quotations are readily available, the market value of such securities. (c) The Company does not hold any equity interest interests in any corporationPerson that (i) is taxed as a partnership for federal income Tax purposes, or (ii) is disregarded as a separate entity for federal income Tax purposes, such as grantor trusts, limited liability company, partnership, joint venture or companies and certain other entityentities that have only one equity holder.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (Except for the Subsidiaries and except as defined below) (i) its nameset forth in Schedule 5.2, (ii) the jurisdiction Sellers do not, directly or indirectly, own, of its organizationrecord or beneficially, (iii) the number of its authorized shares or other equity interests, (iv) the number of its any outstanding shares voting securities or other equity interests of each class or seriesin any corporation, and (v) the name of the owner and the number and percentage of outstanding shares partnership, limited liability company, joint venture or other equity interests of each class entity which is involved directly or series of such Subsidiary owned of record and, if different, owned beneficially by indirectly in or relates to the Company and any other personBusiness. All of the outstanding capital stock and other equity interests of each Each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, (other equity interests or other securities of any of than the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary LLCs) is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organizationits incorporation or formation as set forth on Schedule 5.2, and has the with full corporate power to conduct its business as it is presently being conducted and authority to own or own, lease and use its properties and assets. FIMC L.L.C. is, and the limited liability company to carry on be formed pursuant to Section 7.5(a) will be, a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware with full company power to conduct its business as now conductedit is presently being conducted and to own, lease and use its properties and assets. For Each of the purposes hereofSubsidiaries is duly qualified to transact business and is in good standing in each jurisdiction where the nature of the business conducted by it or the properties owned or leased by it requires qualification, except where the failure to be so qualified or in good standing would not have a “Subsidiary” means any corporationMaterial Adverse Effect. Except as set forth on Schedule 5.2, limited liability company, partnership, joint venture or other entity in which the Company FFMC owns, directly or indirectly, all the outstanding capital stock (or, in the case of the LLCs, membership interests) of each of the Subsidiaries, free and clear of all Encumbrances, including, without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership to such stock. All such capital stock (or, in the case of the LLCs, membership interests) is duly authorized, validly issued and outstanding, fully paid and nonassessable, and free of preemptive rights. Schedule 5.2 sets forth the number of authorized, issued and outstanding shares of capital stock with respect to each corporate Subsidiary and all membership interests in each limited liability company Subsidiary. None of the Subsidiaries has any commitment to issue or sell any shares of its capital stock (or, in the case of the LLCs, membership interests) or any securities or obligations convertible into or exchangeable for, or giving any Person any right to acquire from such Subsidiary, any shares of its capital stock (or, in the case of the LLCs, membership interests), and no such securities or obligations are outstanding. No Subsidiary has outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote with the holders of capital stock on any matter. Except as set forth in Schedule 5.2, Employee Benefit Plans, Inc. does not own and, since November 1, 1995, has not owned more than 2050% of the outstanding voting securities or equity interests. (b) interests in any Person. Except as disclosed set forth in SEC DocumentsSchedule 5.2, the Company ACS does not ownown and, nor since November 1, 1995, has it ever owned, any not owned more than 50% of the equity interest interests in any corporation, limited liability company, partnership, joint venture or other entityPerson.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined belowSchedule 5.2(a) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests contains a list of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, 50% or more than 20% of the outstanding voting securities or equity interests. interests or is a general partner or controls (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any each such corporation, limited liability company, partnership, joint venture or other entity being herein called a “Subsidiary”). Schedule 5.2(a) contains the name, the jurisdiction of incorporation or organization, the authorized share or other equity capital, the number and percentage of issued and outstanding shares, units or other equity interests of each of the Subsidiaries owned, directly or indirectly, of record or beneficially by Company or any of the Subsidiaries or any other owner. (b) Each of the Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing in the jurisdictions listed in Schedule 5.2(a). Each of the Subsidiaries has full power and authority to own or lease and operate its assets and to carry on its business as now conducted and to execute, deliver, and perform its obligations under, any agreements delivered by such Subsidiary in connection with the transactions contemplated hereby. True and complete copies of the Charter Documents and all amendments thereto and of the bylaws, as amended, of each of the Subsidiaries have been delivered to Purchaser. (c) All of the shares of outstanding capital stock or other equity interests of each of the Subsidiaries are validly issued, fully paid and nonassessable. Except as set forth in this Agreement and in Schedule 5.1(b), (i) there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character (A) relating to the issuance, sale, purchase or redemption of any capital stock, partnership interest or other equity interest of any of the Subsidiaries, except in each case for any of the foregoing that are set forth in any of Company Agreements as set forth in Schedule 5.1(b), or (B) requiring Company or any of the Subsidiaries to purchase, redeem or otherwise acquire any capital stock, partnership interest or other equity interest held by others, (ii) none of the issued and outstanding shares of capital stock or limited liability company interests or other equity interests of any Subsidiary owned by Company has been issued in violation of, or is subject to, any preemptive or subscription rights, (iii) there are no voting trust agreements or any other similar agreements relating to voting, dividend, ownership or transfer rights of any shares of capital stock or partnership interests or other equity interests of any Subsidiary, and (iv) Company has good and valid title to, and beneficial ownership of, the shares of stock or other equity interests shown on Schedule 5.2(a) as being owned by Company, free from all Encumbrances other than liens set forth on Schedule 5.2(c), which will be released at the Closing. No Subsidiary has issued any stock appreciation rights, “phantom stock,” stock participation, profit participation or similar rights, nor are there any outstanding options, warrants, convertible securities, commitments, agreements or other rights to purchase or acquire securities or equity interests in any Subsidiary. There is no outstanding first refusal, put, call, pre-emptive right or antidilution agreement with respect to issuance or purchase of any securities or other equity interests of, or in, such Subsidiary. (d) Except as set forth on Schedule 5.2(a), neither the Company nor any Subsidiary directly or indirectly, (i) owns, of record or beneficially, any outstanding voting securities or other equity interests in any corporation, partnership, limited liability company, joint venture or other entity or (ii) controls any corporation, partnership, limited liability company, joint venture or other entity. Neither the Company nor its Subsidiaries has any Contract to acquire any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to Set forth on Schedule 3.5(a) is a complete and accurate list of each Subsidiary (as defined below) (i) its name, (ii) of DMI and the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series organization of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary of DMI is a corporation duly organized, validly existing existing, and in good standing under the laws of its the jurisdiction of organization, its organization and has the all requisite corporate power and authority to own or lease its properties property and to carry on its business as now being conducted. (b) Set forth on Schedule 3.5(b) is a complete and accurate list of jurisdictions in which each Subsidiary of DMI is qualified or licensed to do business. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture Each Subsidiary of DMI is duly qualified or other entity licensed to do business and is in good standing in each jurisdiction in which the Company ownscharacter or location of the properties owned, leased, or operated by such Subsidiary or the nature of the business conducted by such Subsidiary make such qualification or licensing necessary, except for such jurisdictions where the failure to be so qualified or licensed and in good standing could not reasonably be expected to have a Material Adverse Effect with respect to DMI. (c) Each Subsidiary of DMI has the capitalization set forth on Schedule 3.5(c). (i) All of the outstanding shares of capital stock or other equity securities or voting interests, as the case may be, of each Subsidiary of DMI has been duly authorized and validly issued, are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights and, except as set forth on Schedule 3.5(c), are owned, of record and beneficially, by DMI or a Subsidiary of DMI, free and clear of all Liens. (ii) There are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise relating to the capital stock of, or other equity or voting interest in, any Subsidiary of DMI or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any shares of capital stock of, or other equity or voting interest in, such Subsidiary, other than such rights granted to DMI or a Subsidiary of DMI. (iii) There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the capital stock of, or other equity or voting interest in, any Subsidiary of DMI. Neither DMI nor any of its Subsidiaries has any authorized or outstanding bonds, debentures, notes, or other Indebtedness, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the shareholders of any Subsidiary of DMI on any matter. (iv) There are no Contracts to which DMI or any of its Subsidiaries is a party or by which they are bound to: (A) repurchase, redeem, or otherwise acquire any shares of the capital stock of, or other equity or voting interest in, any Subsidiary of DMI or (B) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Subsidiary of DMI. There are no irrevocable proxies and no voting agreements with respect to any shares of the capital stock of, or other equity or voting interest in, any Subsidiary of DMI. (d) Neither DMI nor any its Subsidiaries own, directly or indirectly, more than 20% of the outstanding any capital stock of, or other equity, ownership, proprietary, or voting securities or equity interests. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever ownedinterest in, any equity interest in any corporation, limited liability company, partnership, joint venture or other entityPerson except as set forth on Schedule 3.5(d).

Subsidiaries and Investments. (a) The SEC Documents disclose SCHEDULE 3.3 discloses with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “"blue sky” " laws and regulations. There are no securities rights Securities Rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents on SCHEDULE 3.3 as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” "SUBSIDIARY" means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) 5.3.1. The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) 5.3.2. Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights Securities Rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its Schedule 3.3 sets forth the name, (ii) the jurisdiction of its organization, (iii) the organization and number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Company’s Subsidiaries, and a list of all of the stockholders of each of the Company’s Subsidiaries is validly issued, fully paid (indicating the number of shares owned by each such stockholder). The Company or one of its Subsidiaries owns of record and nonassessable beneficially and was holds valid title to that percentage of the issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any outstanding shares of capital stock, other equity interests or other securities stock of any each of the Subsidiaries. The Company and the Company’s Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of themset forth on Schedule 3.3, free and clear of all Encumbrancesmortgages, pledges, liens, security interests, encumbrances, claims, charges and restrictions of any kind or character (collectively, “Liens”). All rights and powers to vote such shares or other equity interests are held exclusively by Except as set forth in Schedule 3.3, neither the Company nor any of the Company’s Subsidiaries owns any capital stock, directly any equity or indirectly through one partnership interest, any joint venture or more profit sharing interest or any other ownership or proprietary interest in any Person. Each of the Subsidiaries, as the case may be. Each Subsidiary Company’s Subsidiaries is a corporation or limited liability entity and is duly incorporated or formed and organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization, and has with the corporate requisite power and authority to own or lease its properties and to carry on its business as it is now being conducted. For Each of the purposes hereofCompany’s Subsidiaries is duly qualified or licensed to do business and is in good standing, a “Subsidiary” means any corporationor local Law equivalent, limited liability company, partnership, joint venture or other entity in each jurisdiction in which the nature of its business or the ownership or leasing of its properties or operations makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing, or local Law equivalent, would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.3, neither the Company owns, directly nor any Company Subsidiary has a place of business or indirectly, more than 20% permanent establishment outside of the outstanding voting securities United States. The Company has delivered, or equity interestsmade available to Parent true, correct and complete copies of the following documents: (i) the Certificate of Incorporation and Bylaws (or similar organizational documents), in each case as amended through the Execution Date, of each of the Company’s Subsidiaries, (ii) all the existing written consents and minutes of the meetings of the Boards of Directors of each of the Company’s Subsidiaries and each committee of such Boards of Directors held since January 1, 2003 and (iii) all the existing written consents and minutes of the meetings of the stockholders of each of the Company’s Subsidiaries held since January 1, 2003. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name Subsidiaries of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other personare as set forth on Schedule 2.4. All The Company owns 100% of the issued and outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. There are no securities rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of themSubsidiary, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by Except as set forth on Schedule 2.4, neither the CompanyCompany nor any Subsidiary of the Company owns, directly or indirectly through one indirectly, any capital stock of, or more of the Subsidiariesother equity, as the case may beownership, proprietary or voting interest in, any Person. Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction listed opposite its jurisdiction of organization, and name on Schedule 2.4. Each such Subsidiary has the all requisite corporate power and authority to own or own, lease and operate its properties and to carry on its business as now being conducted. For Each such Subsidiary is duly qualified or licensed to conduct its business, and is in good standing in each jurisdiction listed opposite its name on Schedule 2.4, which are the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity only jurisdictions in which the character or location of the property owned, leased or operated by such Subsidiary or the nature of the business conducted by such Subsidiary makes such qualification necessary except where the failure to be so qualified or licensed would not have a Material Adverse Effect. The capitalization of each Subsidiary of the Company owns, directly or indirectly, more than 20% and the directors and officers of each is set forth in Schedule 2.4. All of the outstanding voting shares of capital stock or other equity securities or equity voting interests. (b) Except , as disclosed the case may be, of such Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in SEC Documentsviolation of any preemptive rights, and are owned, of record and beneficially, by the Company does not ownor a Subsidiary of the Company, nor has it ever ownedfree and clear of all Encumbrances. There are no outstanding or authorized options, warrants, rights (preemptive or otherwise), puts, calls, commitments, subscriptions, claims of any equity character, conversion rights, rights of exchange, plans or other agreements or obligations of any character (contingent or otherwise) providing for the purchase, issuance, redemption, transfer or sale of any interest in any corporationSubsidiary of the Company or the business thereof, limited liability companyand none of the foregoing will arise as a result of the execution or performance of this Agreement or the transactions contemplated hereby. There are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, partnership, joint venture or other entityequity or voting interest in, any Subsidiary of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, any Subsidiary of the Company. No Subsidiary of the Company has authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the shareholders of such Subsidiary on any matter. There are no Contracts to which any of the Company’s Subsidiaries is a party or by which any such Person is bound to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interest in, such Subsidiary or any other Person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, such Subsidiary or any other Person. There are no restrictions of any kind that prevent or restrict the payment of dividends or other distributions by any of the Company’s Subsidiaries other than those imposed by the laws of general applicability of their respective jurisdictions of organization.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (i) its Schedule 4.3 contains the name, (ii) the jurisdiction of its incorporation or organization, (iii) the number of its authorized shares share or other equity interestscapital, (iv) the number and percentage of its issued and outstanding shares or other equity interests of each class of the Subsidiaries owned, directly or seriesindirectly, and of record or beneficially by the Company or any of the Subsidiaries (v) naming each such owner), the number of shares of capital stock held as treasury shares and, to the best knowledge of the Company as of the date of this Agreement, the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary the Subsidiaries owned of record and, if different, owned or beneficially by the Company and any other person. . (b) True and complete copies of the Certificate or Articles of Incorporation and all amendments thereto and of the By-laws, as amended, of each of the Subsidiaries that is a corporation and the partnership or operating agreement of each of the Subsidiaries that is a partnership or a limited liability company have been delivered or made available to Parent. (c) All of the outstanding capital stock and other equity interests of each of the Subsidiaries of the Company is validly issued, fully paid and nonassessable nonassessable, except as otherwise provided in Section 180.0622(2)(b) of the WBCL. Except as set forth in this Agreement and was in Schedule 4.3, there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character (i) relating to the issuance, sale, purchase or redemption of any capital stock, partnership interest or other equity interest of any of the Subsidiaries of the Company, or (ii) requiring the Company or any of its Subsidiaries to purchase any capital stock, partnership interest or other equity interest held by others. None of the issued and outstanding shares of capital stock or partnership interests or other equity interests of any Subsidiary of the Company has been issued in compliance with all applicable federal violation of, or is subject to, any preemptive or subscription rights. Except as set forth in this Agreement and state securities or “blue sky” laws and regulations. There in Schedule 4.3, there are no securities rights voting trust agreements or any other similar contracts, agreements, arrangements, commitments, plans or understandings restricting or otherwise relating to voting, dividend, ownership or transfer rights of any shares of capital stock, other equity stock or partnership interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed of any Subsidiary of the Company. Except as set forth in Schedule 4.3, the SEC Documents Company and/or its Subsidiaries have good and valid title to, and beneficial ownership of, the shares, partnership interests or other equity interests shown on Schedule 4.3 as being owned by each of them, free and clear of from all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interestsencumbrances. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.

Subsidiaries and Investments. (a) The SEC Documents disclose with respect to each Subsidiary (as defined below) (iI) its name, (ii) the jurisdiction of its organization, (iii) the number of its authorized shares or other equity interests, (iv) the number of its outstanding shares or other equity interests of each class or series, and (v) the name of the owner and the number and percentage of outstanding shares or other equity interests of each class or series of such Subsidiary owned of record and, if different, owned beneficially by the Company and any other person. All of the outstanding capital stock and other equity interests of each of the Subsidiaries is validly issued, fully paid and nonassessable and was issued in compliance with all applicable federal and state securities or “"blue sky” " laws and regulations. There are no securities rights Securities Rights relating to any shares of capital stock, other equity interests or other securities of any of the Subsidiaries. The Company and the Subsidiaries have good, marketable and exclusive title to the shares or other equity interests disclosed in the SEC Documents as being owned by each of them, free and clear of all Encumbrances. All rights and powers to vote such shares or other equity interests are held exclusively by the Company, directly or indirectly through one or more of the Subsidiaries, as the case may be. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own or lease its properties and to carry on its business as now conducted. For the purposes hereof, a “"Subsidiary” " means any corporation, limited liability company, partnership, joint venture or other entity in which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests. (b) Except as disclosed in SEC Documents, the Company does not own, nor has it ever owned, any equity interest in any corporation, limited liability company, partnership, joint venture or other entity.