Common use of Subsidiaries of the Company Clause in Contracts

Subsidiaries of the Company. (a) The Company Disclosure Schedule contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Each Subsidiary of the Company is validly existing and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The Company Disclosure Schedule lists each jurisdiction in which the Subsidiaries are qualified to do business. (c) Other than the shares of capital stock set forth in the Company Disclosure Schedule, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. (a) The Company Disclosure Schedule contains a true and complete list of Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC includes all Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stockthat are Significant Subsidiaries. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Each Significant Subsidiary of the Company is validly existing and and, to the extent applicable, in good standing under the Laws laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to be so qualified would not reasonably be expected, individually or in which it owns or leases property or conducts any business so as the aggregate, to require such qualification. The have a Company Disclosure Schedule lists each jurisdiction in which the Subsidiaries are qualified to do businessMaterial Adverse Effect. (cb) Other than All of the shares of outstanding capital stock set forth in the Company Disclosure Scheduleof, no or other voting securities or ownership interests in, each Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company Company, is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim owned by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) ownership interests). There are no obligations, contingent or otherwise, outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, warrants or other rights or arrangements to acquire from the Company or any of its Subsidiaries, or other obligations or commitments of the Company or any of its Subsidiaries to issue, any capital stock of or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities or ownership interests in, any Subsidiary of the Company, or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i)-(iii), in addition to provide funds all shares of capital stock or voting securities of the Company’s Subsidiaries, being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or make an investment any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. (c) Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, ownership, profit, voting or similar interest in the form of a loanor any interest convertible, capital contribution exchangeable or otherwise) in exercisable for, any entityequity, profit, voting or similar interest in, any Person.

Subsidiaries of the Company. (a) The Section 3.3(a) of the Company Disclosure Schedule contains a true and complete correct list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, . Each of the authorized and outstanding capital stock Subsidiaries is a wholly-owned subsidiary of such Subsidiary and the owner(s) of record of such outstanding capital stockCompany. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "“Liens"”). (b) Each Subsidiary of the Company is validly existing and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The , except for such failures to qualify that would not reasonably be expected to cause, individually or in the aggregate, a Company Disclosure Schedule lists each jurisdiction in which the Subsidiaries are qualified to do businessMaterial Adverse Effect. (c) Other than the shares of capital stock set forth in owned by the Company Disclosure ScheduleCompany, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and and, to the Company’s Knowledge, there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, participation or similar rights. (d) No Subsidiary of the Company has any outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in Section 3.3(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. Except as set forth on Schedule 3.02, the Company does not own or hold (adirectly or indirectly) any Equity Interest or the right to acquire any stock, partnership or joint venture interest or other Equity Interests in any other Person. All outstanding Equity Interests set forth on Schedule 3.02 are duly authorized, validly issued, fully paid and non-assessable (to the extent such concepts are applicable), have not been issued in violation of any preemptive or similar rights, and were issued in compliance with applicable securities laws or exemptions therefrom. The Company Disclosure Schedule contains a true and complete list owns (directly or indirectly), all of the Subsidiaries outstanding Equity Interests in each Subsidiary as set forth on Schedule 3.02, free and clear of the Company all Liens other than Permitted Liens, and sets forth with respect to each such Subsidiary the jurisdiction Person there are no other rights, subscriptions, warrants, options, conversion rights or agreements of formationany kind outstanding to purchase or otherwise acquire any Equity Interests in any such Person of any kind. Except as set forth on Schedule 3.02, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each no Subsidiary of the Company have been duly authorized has any Equity Interests or securities convertible into Equity Interests or otherwise containing any equity features authorized, issued or outstanding, and validly issuedthere are no agreements, are fully paid and nonassessable and are owned options, warrants, calls, commitments or other rights (preemptive or otherwise) or arrangements existing or outstanding which, directly or indirectly, provide for the sale or issuance of any of the foregoing by the Company Company. Except as set forth on Schedule 3.02, there are no voting trusts, proxies, registration rights agreements or another Subsidiary any other agreements or understandings relating to the voting, disposition or dividends with respect to the Equity Interests of any of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions Persons set forth on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Schedule 3.02. Each Subsidiary of the Company is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formationorganization and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its businesses as now conducted requires it to qualify, and each Subsidiary of the Company has all requisite company power and authority and all authorizations, licenses and permits necessary to own, lease own and operate its properties and to carry on its business businesses as now being conducted and as proposed conducted, except where the failure to be conductedso qualified or to hold such authorizations, licenses and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualificationpermits would not have a Company Material Adverse Effect. The Company Disclosure Schedule lists each jurisdiction in which has made available to the Subsidiaries are qualified to do business. (c) Other than the shares of capital stock set forth in the Company Disclosure Schedule, no Subsidiary Purchaser complete and correct copies of the Company has outstanding securities Organizational Documents of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure Schedule, neither the Company nor any each Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, each case as in effect on the date hereof. None of the Company or any Subsidiary of the Company its Subsidiaries have any commitment or other obligation to provide funds capital to or make an investment (otherwise invest in any other Person, whether in the form of a loanIndebtedness, capital contribution contributions or otherwise) in any entity.

Subsidiaries of the Company. Schedule 3.4 of the Seller Disclosure Schedule (a) The Company Disclosure Schedule contains a true and complete list lists the name (together with the identity of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formationrecord holders thereof), the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued(b) lists the name of each other Person of which the Company, directly or indirectly, owns outstanding voting securities or equity interests (together with the identity of which of the Company or its Subsidiaries is the record holder in such Person and the type of issued equity interest owned, and to the Knowledge of Seller the identity, as of the date hereof, of the other record holders of such Person). Each direct and indirect Subsidiary of the Company is, as of the date hereof, a direct or indirect wholly owned Subsidiary of the Company. All voting securities, shares of capital stock and equity interests of each Subsidiary of the Company and other Persons that are fully paid and nonassessable and required to be listed on Schedule 3.4 of the Seller Disclosure Schedule are owned by the Company or another the applicable Subsidiary of the Company free and clear of all liensEncumbrances, claimsand all such capital stock is duly authorized, chargesvalidly issued, security interestsfully paid and nonassessable and all other equity interests are duly authorized, mortgagesvalidly issued and fully paid. Schedule 3.10(a)(v) of the Seller Disclosure Schedule lists all legally binding documents that set forth the allocation of profit and loss, pledges, easements, conditional sale voting rights and rights to dividends or other title retention agreementsdistributions of cash associated with each voting security, defects share of capital stock and equity interest of each Person (other than wholly-owned Subsidiaries of the Company) in titlewhich the Company or any Subsidiary of the Company owns equity securities. Except as contemplated hereby, covenants or other restrictions neither the Company nor any of its Subsidiaries has any kind, including, any restrictions on the use, votingobligation to sell, transfer or assign or has entered into a Contract regarding the sale, transfer or assignment of any of its rights, securities or interests in any Subsidiary of the Company or any of the other attributes equity interests owned by the Company or any Subsidiary of ownership (collectively, "Liens"). (b) the Company. Each Subsidiary of the Company currently conducting business is duly organized or formed, as the case may be, validly existing and in good standing under the Laws laws of the its jurisdiction of its organization or formation, as the case may be, has all requisite the power and authority to own, own or lease and operate its properties assets and to carry on its business as now it is currently being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing standing, in each jurisdiction in which it owns where the ownership or leases property operation of its properties and assets or conducts any the conduct of its business so as to require requires such qualification. The Company Disclosure Schedule lists each jurisdiction in which , except where the Subsidiaries are failure to be so qualified to do business. (c) Other than the shares of capital stock set forth would not be reasonably likely, individually or in the Company Disclosure Schedule, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectlyaggregate, to issue any additional securities and there is no circumstance have a Material Adverse Effect or, individually or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure Scheduleaggregate, neither prevent or materially delay or materially impair the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investmenttransactions contemplated hereby. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. (a) The Company owns and except with respect to the joint venture with the Baltimore Convention Center (which is expected to terminate when the related account terminates in July 1999 and from such point such joint venture would no longer be considered a Company Subsidiary, as defined below), as of the Closing Date the Company will own, directly or through one or more wholly-owned subsidiaries, the number of shares of each class of outstanding capital stock and the percentage of outstanding ownership interests listed as being owned by the Company or its subsidiaries of each of the entities listed in Section 2.3 of the Disclosure Schedule contains a true and complete list (hereinafter referred to collectively as the "Company Subsidiaries"). Section 2.3 of the Disclosure Schedule sets forth an organizational chart for the Company Subsidiaries and the legal name and state of incorporation or formation, as the case may be, of each Company Subsidiary. Each Company Subsidiary is duly organized, validly existing and (except for the joint ventures and the limited liability company listed under the heading "Joint Venture Interests" in Section 2.1 of the Disclosure Schedule (the "Excluded Entities")) in good standing under the laws of the state of incorporation or formation, as the case may be, indicated for each Company Subsidiary in Section 2.3 of the Disclosure Schedule. Each Company Subsidiary (except for the Excluded Entities) is duly qualified and in good standing as a foreign entity in each jurisdiction in which it is required so to qualify and each Company Subsidiary has full power and authority to carry on the business in which it is now engaged. Except as set forth in Section 2.3 of the Disclosure Schedule, the Company and the Company Subsidiaries do not own, directly or indirectly, any interest in the capital stock of any other corporation, association, trust or similar entity, any interest in the equity of any partnership or similar entity, any share in any joint venture, or any other equity or proprietary interest in any entity or enterprise, however organized and however such interest may be denominated or evidenced. Section 2.3 of the Disclosure Schedule accurately sets forth the capitalization and ownership, and/or the issued and outstanding capital stock, as applicable, of each of the Company and sets forth with respect to each such Subsidiary Subsidiaries. All of the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary or other ownership interests of the Company have been Subsidiaries owned by the Company or any of the Company Subsidiaries are duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects Encumbrances (except as set forth in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Each Subsidiary Section 2.3 of the Company is validly existing and in good standing under the Laws Disclosure Schedule). None of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The Company Disclosure Schedule lists each jurisdiction in which the Subsidiaries are qualified to do business. (c) Other than the shares of capital stock of the Company Subsidiaries and, to the knowledge of the Company with respect to the minority owned Excluded Entities were issued in violation of any preemptive rights binding on the Company Subsidiaries. There are no issued or outstanding shares of any class of capital stock of, or ownership interests in, as applicable, any of the Company Subsidiaries other than those set forth in Section 2.3 of the Company Disclosure Schedule. Except as disclosed in Section 2.3 of the Disclosure Schedule, no Subsidiary none of the Company Subsidiaries has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiaryoutstanding, directly or indirectly, has agreed to issue or sell, any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciationoptions, phantom stockrights, profit participationwarrants, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes calls or other obligations commitments (either in the form of convertible securities or debt securities otherwise) pursuant to which the holders of which holder thereof has or will or may have the right to vote (purchase or convertible into, otherwise acquire any shares of stock or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure Schedule, neither the Company nor other security of any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entitySubsidiaries.

Subsidiaries of the Company. (a) The Company Section 4.3(a) of the Seller Disclosure Schedule contains a true and complete correct list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "“Liens"”). (b) Each Subsidiary of the Company is validly existing and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The , except for such failures to qualify that would not reasonably be expected to cause, individually or in the aggregate, a Company Disclosure Schedule lists each jurisdiction in which the Subsidiaries are qualified to do businessMaterial Adverse Effect. (c) Other than the shares of capital stock set forth in owned by the Company Disclosure ScheduleCompany, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to obligated in any Contract obligating such Subsidiaryway, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, participation or similar rights. (d) No Subsidiary of the Company has any outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in Section 4.3(a) of the Company Seller Disclosure Schedule, neither the Company nor any Subsidiary of the no Acquired Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. (a) The Company Disclosure Schedule contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary (i) the jurisdiction of formation, (ii) the authorized and outstanding capital stock of such Subsidiary and Subsidiary, (iii) the owner(s) of record of such outstanding capital stockstock and (iv) its status as an active or dormant company. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and and, other than as set forth on the Company Disclosure Schedule, are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "“Liens"”). (b) Each Subsidiary of the Company is validly existing and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. The Company Disclosure Schedule lists All actions taken by each jurisdiction in which of the Subsidiaries are qualified has been authorized by all necessary corporate action, except where the failure to do businessso authorize would not reasonably be expected to be, individually or in the aggregate, material to the Company. (c) Other than the shares of capital stock set forth in the Company Disclosure Schedule, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries as set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity. (g) Any Subsidiary of the Company that is not wholly-owned is dormant and inactive. There are no contracts, assets, liabilities, obligations or entitlements existing in connection with any such Subsidiary to any stockholder or third party.

Subsidiaries of the Company. (a) The Section 3.3(a) of the Company Disclosure Schedule Letter contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens")) other than Permitted Liens. (b) Each Subsidiary of the Company is validly existing and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The , except for those jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to be, individually or in the aggregate, material to the Company Disclosure Schedule lists each jurisdiction in which the and its Subsidiaries are qualified to do businesstaken as a whole. (c) Other than the shares of capital stock set forth in Section 3.3(a) of the Company Disclosure ScheduleLetter, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rightssecurities. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in Section 3.3(a) of the Company Disclosure ScheduleLetter, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. (a) The Company Disclosure Schedule contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Each Subsidiary of the Company is duly organized validly existing and in good standing under the Laws laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except where the failure to be so qualified would not and would not reasonably be expected to have a Material Adverse Effect on the Company or the Subsidiary taken as a whole. The Company has made available to Purchaser copies of the Organizational Documents of each of its Subsidiaries. No Subsidiary is in default under or in violation of any of its Organizational Documents. The Company Disclosure Schedule lists each jurisdiction all names in which each Subsidiary of the Company has conducted business since December 31, 2004. The Company Disclosure Schedule contains a true and complete list of the Subsidiaries are of the Company and sets forth, with respect to each such Subsidiary, the jurisdiction of formation, the jurisdictions in which such Subsidiary is qualified to do businessbusiness as a foreign corporation or limited liability company, as applicable, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. (cb) Other than All of the outstanding shares of capital stock or membership interests of the Subsidiaries of the Company, as applicable (collectively, the “Subsidiary Shares”) are duly authorized, validly issued, fully paid and non-assessable. The Company holds of record and owns beneficially all of the Subsidiary Shares. Other than as set forth in the Company Disclosure Schedule, no Subsidiary of the Company (i) has outstanding (x) any shares of capital stock, (y) securities of any kind. No the Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of the Company is party Subsidiary or (z) options or other rights to acquire from the Subsidiary, or any Contract obligating such other obligations of the Subsidiary to issue or pay cash valued by reference to, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of the Subsidiary; or (ii) owns, directly or indirectly, any stock, partnership interest, limited liability company interest or joint venture interest in, or any security issued by, any other Person. There are no voting trusts, proxies, or other agreements or understandings to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of which the Company has outstanding or authorized a Subsidiary is a party with respect to the transfer, voting or other rights associated with the Subsidiary Shares. (c) Other than the Subsidiaries, the Company does not own, directly or indirectly, any stock appreciation, phantom stock, profit participationpartnership interest, limited liability interest or joint venture interest in, or similar rightsany security issued by, any other Person. (d) No The Subsidiary Shares were not issued in violation of: (i) any preemptive or similar rights of any Person or in violation of any applicable federal or state securities laws; or (ii) any Contract to which such Subsidiary or the Company has outstanding any bonds, debentures, notes is or other obligations was a party or debt securities beneficiary or by which such Subsidiary or the holders of which have the right to vote (Company or convertible into, their respective properties or exercisable assets are or exchangeable for, securities having the right to vote) on any matterwere subject. (e) Other than The minute books or other records of each Subsidiary completely and accurately reflect in all material respects all material actions taken by the Subsidiaries set forth in Board of Directors (or equivalent body) and the Company Disclosure Schedule, neither the Company nor any Subsidiary shareholder of the CompanySubsidiary by written consent or resolution on or after January 1, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment2004. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. (a) The Company Disclosure Schedule contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Each Subsidiary of the Company is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. , except where the failure to be so qualified would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company Disclosure Schedule lists each jurisdiction in which contains a true and complete list of the Subsidiaries of the Company and sets forth, with respect to each such Subsidiary, the jurisdiction of incorporation or formation, the authorized and outstanding Capital Stock of such Subsidiary and the owner(s) of record of such outstanding Capital Stock. All of the outstanding shares of Capital Stock of the Subsidiaries of the Company (collectively, the “Subsidiary Shares”) have been duly authorized, are qualified validly issued, fully paid and nonassessable. The Company, directly or indirectly, owns beneficially all of the outstanding Capital Stock of each Subsidiary of the Company, free and clear (upon payment of the Company Debt) of any Liens. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any of its Subsidiaries to do businesssell, transfer, or otherwise dispose of any Capital Stock of any of its Subsidiaries or that could require any Subsidiary of the Company to issue, sell, or otherwise cause to become outstanding any of its own Capital Stock. (c) Other than the shares of capital stock Subsidiary Shares set forth in the Company Disclosure Schedule, no Subsidiary of the Company has outstanding securities any shares of Capital Stock or any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rightsother Equity Securities. (d) No Except for the Purchased Interests and the Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure ScheduleShares, neither the Company nor any Subsidiary of the Companyits Subsidiaries owns, directly or indirectly, owns any securities or other interest Equity Securities in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investmentPerson. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. (a) The Company Disclosure Schedule contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary (i) the jurisdiction of formation, (ii) the authorized and outstanding capital stock of such Subsidiary and Subsidiary, (iii) the owner(s) of record of such outstanding capital stockstock and (iv) its status as an active or dormant company. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and and, other than as set forth on the Company Disclosure Schedule, are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Each Subsidiary of the Company is validly existing and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. The Company Disclosure Schedule lists All actions taken by each jurisdiction in which of the Subsidiaries are qualified has been authorized by all necessary corporate action, except where the failure to do businessso authorize would not reasonably be expected to be, individually or in the aggregate, material to the Company. (c) Other than the shares of capital stock set forth in the Company Disclosure Schedule, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries as set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity. (g) Any Subsidiary of the Company that is not wholly-owned is dormant and inactive. There are no contracts, assets, liabilities, obligations or entitlements existing in connection with any such Subsidiary to any stockholder or third party.

Subsidiaries of the Company. (a) The Section 4.3(a) of the Company Disclosure Schedule contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock or other equity interests of such Subsidiary and the owner(s) of record of such outstanding capital stockSubsidiary. The outstanding shares of capital stock or other equity interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liensLiens. There are no obligations, claimscontingent or otherwise, chargesof any Subsidiary to repurchase, security interests, mortgages, pledges, easements, conditional sale redeem or otherwise acquire any securities or obligations of any kind convertible into any shares of the capital stock or other title retention agreements, defects in title, covenants or other restrictions equity security of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Each Subsidiary of the Company is validly existing and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The Company Disclosure Schedule lists each jurisdiction in which the Subsidiaries are qualified to do business. (c) Other than the shares of capital stock set forth in the Company Disclosure Schedule, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has any outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (d) . No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (eb) Each Subsidiary of the Company is a corporation or limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation. Each Subsidiary of the Company has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. Each is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished to Parent, prior to the date of this Agreement, true and complete copies of the Charter Documents of each of its Subsidiaries. Such Charter Documents are in full force and effect and the Company is not in default or violation of any provision thereunder. (c) Other than the Subsidiaries set forth included in Section 4.3(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or . Neither the Company nor any of its Subsidiaries has any obligation to provide funds to or make any investmentinvestment in any entity. (fd) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in or to any entityPerson.

Subsidiaries of the Company. (a) The Company Disclosure Schedule contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens"). (b) Each Subsidiary of the Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formationformation or incorporation, has all requisite corporate or limited liability company power to own, lease and operate its properties and to carry on its business as now being conducted, has conducted and as proposed to be conductedthe Business in compliance with the Organizational Documents of that Subsidiary, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. The Organizational Documents of each of the Company’s Subsidiaries, which have previously been furnished to Purchaser, reflect all amendments thereto and are true, correct and complete. (b) Schedule 5.3 contains a true and complete list of the Subsidiaries of the Company Disclosure Schedule lists and sets forth, with respect to each such Subsidiary, the jurisdiction of formation or incorporation, the jurisdictions in which the Subsidiaries are each such Subsidiary is qualified to do business. , the issued shares or authorized and outstanding Equity Interests of such Subsidiary and the legal and beneficial owner or owner(s) of record of such issued or outstanding Equity Interests, which hold such Equity Interests free and clear of all Liens. All of the outstanding Equity Interests of the Subsidiaries of the Company (collectively, the “Subsidiary Shares”) are duly authorized, validly issued, fully paid and no money is owing in respect of them, and were not issued in violation of any applicable preemptive or similar right or foreign, federal or state securities Law. There are no (a) existing Contracts, subscriptions, options, phantom equity rights, equity appreciation rights, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from the Company or any of its Subsidiaries at any time, or upon the happening of any stated event, any Subsidiary Shares, whether or not presently issued or outstanding, (b) Equity Interests of any of the Company’s Subsidiaries that are convertible into or exchangeable for Subsidiary Shares, or (c) Contracts, subscriptions, options, warrants, calls or rights to purchase or otherwise acquire from any Subsidiary any such convertible or exchangeable securities. Other than the shares of capital stock Subsidiary Shares set forth in the Company Disclosure Scheduleon Schedule 5.3, no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rightsEquity Interests. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. (a) The Company Disclosure Schedule contains a true A true, correct and complete list of the Company’s Subsidiaries as of the Company and sets forth date hereof, together with respect to each such Subsidiary the jurisdiction of formationincorporation of each of the Company’s Subsidiaries, the authorized and outstanding capital stock of such Subsidiary and the owner(sis disclosed in Section 3.4(a) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "Liens")Xxxxxxx Disclosure Letter. (b) Each Subsidiary of the Company Company’s Subsidiaries (i) is a corporation or other organization duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, incorporation or organization and has all requisite corporate or other organizational company power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted and as proposed to be conducted, and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which it owns is conducting its business and (iii) is in possession of all material Approvals necessary to own, lease and operate the assets and properties it purports to own, operate or leases property lease and to carry on its business as it is now being conducted, except, in the case of clause (ii), as would not, individually or conducts any business so as to require such qualificationin the aggregate, have a Xxxxxxx Material Adverse Effect. The Company Disclosure Schedule lists has provided to SPAC true, correct and complete copies of the Governing Documents of each jurisdiction of its Subsidiaries, as amended to date and as currently in which effect. None of the Company’s Subsidiaries are qualified to do businessis in violation of any provisions of its respective Governing Documents in any material respect. (c) Other Section 3.4(c) of the Xxxxxxx Disclosure Letter sets forth, as of the date of this Agreement, the number of authorized Equity Securities of each class of Equity Securities of each of the Company’s Subsidiaries, the number of issued and outstanding Equity Securities of each class of Equity Securities of each of the Company’s Subsidiaries, the record owners thereof and the number of Equity Securities of each class (as applicable) owned by each such record owner. (d) The Equity Securities of each of the Company’s Subsidiaries as set forth in Section 3.4(c) of the Xxxxxxx Disclosure Letter (i) are duly authorized, validly issued, and, except as set forth on Section 3.4(d) of the Xxxxxxx Disclosure Letter, fully paid and non-assessable, (ii) were issued in compliance in all material respects with applicable Laws and the Governing Documents of the applicable Subsidiary of the Company, (iii) were not issued in breach or violation of any preemptive rights, purchase option, call option or right of first refusal, right of first offer or similar rights under any Contract to which such Subsidiary is a party and (iv) are free and clear of all Liens other than the shares of capital stock (A) as may be set forth in the Company Disclosure Schedule, no Governing Documents of the applicable Subsidiary of the Company has and (B) any restrictions on sales of securities arising under applicable securities Laws. (e) Except as described in Section 3.4(c), there are no issued and outstanding securities Equity Securities of any kind. No of the Company’s Subsidiaries or any Contracts to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound obligating it to issue, sell, purchase, register for sale or redeem or otherwise acquire any Contract obligating such Subsidiary, directly Equity Securities or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiarydebt securities. No Subsidiary of the Company has granted any outstanding or authorized any options, stock appreciationappreciation rights, phantom stockrestricted stock units, profit participation, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes restricted stock or other obligations equity-based awards to any current or debt securities the holders of which have the right to vote (former employee or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) service provider. There are no obligationsvoting trusts, contingent proxies, shareholder agreements or otherwise, of the Company or any other Contracts to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to provide funds to the voting or make an investment (in the form transfer of a loan, capital contribution or otherwise) in any entityof its Equity Securities.

Subsidiaries of the Company. (a) The Company Disclosure Schedule 3.3(a) contains a true and complete list of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liens, claims, charges, security interests, mortgages, pledges, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, any restrictions on the use, voting, transfer or other attributes of ownership (collectively, "“Liens"”). (b) Each Subsidiary of the Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. The Company Disclosure Schedule lists each jurisdiction in which the Subsidiaries are qualified to do business. (c) Other than the shares of capital stock set forth in the Company Disclosure ScheduleSchedule 3.3(a), no Subsidiary of the Company has outstanding securities of any kind. No Subsidiary of the Company is party to any Contract obligating such Subsidiary, directly or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities of any such Subsidiary. No Subsidiary of the Company has outstanding or authorized any stock appreciation, phantom stock, profit participation, or similar rights. (d) No Subsidiary of the Company has outstanding any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure ScheduleSchedule 3.3(a), neither the Company nor any Subsidiary of the Company, directly or indirectly, owns any securities or other interest in any corporation, partnership, joint venture or other business association or entity, or to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, of the Company or any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entity.

Subsidiaries of the Company. (a) Section 3.5(a) of the Disclosure Schedule sets forth for each of the Company’s Subsidiaries (i) its name and jurisdiction of organization, (ii) its form of organization and (iii) the Equity Securities held by the Company, directly or indirectly, in such Subsidiary, and, if held indirectly, the names of all equity holders and the number of Equity Securities owned by each equity holder. The Company Disclosure Schedule contains a true is the sole direct or indirect beneficial and complete list record owner of the Subsidiaries of the Company and sets forth with respect to each such Subsidiary the jurisdiction of formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. The outstanding shares of capital stock of each Subsidiary of or other interests in the Company have been duly authorized and validly issuedCompany’s Subsidiaries, are fully paid and nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of all liensLiens, claimsexcept (i) as may be set forth in the certificate of formation, chargeslimited liability company agreement, security interestslimited partnership agreement, mortgagescertificate of incorporation or bylaws, pledgesor similar governing documents of such Subsidiary, easements, conditional sale or other title retention agreements, defects in title, covenants or other restrictions of any kind, including, (ii) for any restrictions on sales of securities under applicable securities Laws, and (iii) for Permitted Liens. Except for Equity Securities of the useCompany’s Subsidiaries, votingno Company Group company owns any equity, transfer partnership, membership or similar interest in, any other attributes of ownership (collectively, "Liens")Person. (b) Each Subsidiary The outstanding Equity Securities of each of the Company is Company’s Subsidiaries are validly existing issued and in good standing under the Laws of the jurisdiction of its formation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conductedfully paid, and is duly qualified to do business and is are not subject to, nor were they issued in good standing in each jurisdiction in which it owns violation of any preemptive or leases property similar rights, the Securities Act or conducts any business so as to require such qualification. The Company Disclosure Schedule lists each jurisdiction in which the Subsidiaries are qualified to do business. (c) Other than the other Law and, if shares of capital stock set forth of a corporation, non-assessable. There is no outstanding or authorized option, warrant, subscription, call, purchase or other right, claim or contract of any character to which the Company or any of its Subsidiaries is a party requiring, and there are no Equity Securities of the Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, or other commitments, contingent or otherwise, relating to the Equity Securities of, or other equity or voting interest in the Company Disclosure Scheduleor any of its Subsidiaries that would require the issuance, no Subsidiary delivery or sale, or that would cause any of the Company has outstanding securities Company’s Subsidiaries to be required to issue, deliver or sell, any Equity Securities of any kind. No such Subsidiary of or other securities convertible into, exchangeable for or evidencing the Company is party right to any Contract obligating such Subsidiary, directly subscribe for or indirectly, to issue any additional securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire the securities purchase Equity Securities of any such Subsidiary. No Subsidiary of the Company has There are no outstanding or authorized any stock appreciation, phantom stock, profit participationparticipation or similar rights with respect to the capital stock of, or similar rights. (d) No Subsidiary of the Company has outstanding other equity interest in, any bonds, debentures, notes or other obligations or debt securities the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter. (e) Other than the Subsidiaries set forth in the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company’s Subsidiaries, directly or indirectlyand there are no voting trusts, owns any securities proxies, or other interest in any corporationcontract, partnership, joint venture agreement or other business association or entity, or understanding with respect to provide funds to or make any investment. (f) There are no obligations, contingent or otherwise, the voting of the Company or Equity Securities of any Subsidiary of the Company to provide funds to or make an investment (in the form of a loan, capital contribution or otherwise) in any entityCompany’s Subsidiaries.