Common use of Due Organization, Good Standing and Corporate Power Clause in Contracts

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects Condition of the Person Company and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. whole. The Company has heretofore made available to Terremark true Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and Bylaws (or equivalent documents)By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to date, for itself and each the date of its Subsidiaries and copies this Agreement. Other than as set forth in Section 3.01(a) of the minutes Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or Terremark, as otherwise restricting the case may be, owns any equity interest and shall include all joint venturesability of the Company to control such Subsidiaries.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction of its incorporation incorpo- ration (or, if not a corporation, organization) and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to have a Material Adverse Effect on the Company. For The Company has, prior to the purposes date of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects made available to Parent complete and correct copies of the Person Company's Restated Certificate of Incorporation, as amended, and the Company's Amended and Restated By-laws and the comparable governing documents of each of its material Subsidiaries, in each case as amended and in full force and effect as of the date of this Agreement. Other than as set forth in Schedule 4.1 of the Company Disclosure Letter, the respective Certificates of Incorporation and By- laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control each Subsidiary of the Company having an aggregate fair market value in excess of $1,000,000 and in which (x) in the case of any such Subsidiary that is organized as a partnership, the Company or any of its Subsidiaries taken is the general partner of such Subsidiary, (y) in the case of any such Subsidiary that is organized as a whole (i) except limited liability company, the Company has the right to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement appoint a majority of the transaction contemplated herein or any action required to be taken pursuant to the terms hereofmanagers of such Subsidiary, and (iiz) except in the case of any such Subsidiary that the term Material Adverse Effect shall not includeis organized as a corporation, with respect to the Company (A) any decreases in has the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is right to appoint a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies majority of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees members of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "of such Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

Due Organization, Good Standing and Corporate Power. Each of the Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize the concept of good standing) in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Company Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. . The Company has heretofore made available to Terremark true Parent complete and complete correct copies of the Certificate of Incorporation and Bylaws (or equivalent documents)By-laws of the Company, in each case as amended (if so amended) to date, for itself and each the date of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers and has made available the certificates of incorporation and by-laws or other organizational documents of its Subsidiaries, in each case as amended (if so amended) to any Person the date of this Agreement. Other than as set forth in which Section 5.1 of the Company Disclosure Schedule, the respective certificates of incorporation and by-laws or Terremark, as other organizational documents of the case may be, owns Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control its Subsidiaries. Section 5.1 of the Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and identifies the Company's (direct or indirect) percentage of equity interest and shall include all joint venturesownership therein.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries (a) Trident is a corporation limited by shares (Aktiengesellschaft) that is duly organized and validly existing under the Laws of Switzerland with its legal seat in the Canton of Schaffhausen, Switzerland. Fountain is a corporation limited by shares (Aktiengesellschaft) that is duly organized and validly existing under the Laws of Switzerland with its legal seat in the Canton of Schaffhausen, Switzerland. Each Fountain Sub is a corporation or other entity duly organized, validly existing and in good standing (where applicable) under the laws Laws of the jurisdiction of its incorporation or organization, except where the failure to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Fountain Business MAE. AcquisitionCo is a corporation duly incorporated, validly existing and each such in good standing under the Laws of the State of Delaware. Merger Sub is a corporation has duly incorporated, validly existing and in good standing under the Laws of the State of Minnesota. Trident and its Subsidiaries have all requisite corporate power and authority to own, lease and operate its properties their respective properties, rights and Assets that shall be contributed to the Fountain Group pursuant to the Separation Agreement or any Ancillary Agreement and to carry on its business the Fountain Business as it is now being conducted. Each Trident and each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (to the extent such concept is recognized in the applicable jurisdiction) in each jurisdiction in which the property properties, rights or Assets owned, leased or operated by it the Fountain Business that shall be contributed to the Fountain Group pursuant to the Separation Agreement or any Ancillary Agreement or the nature of the business Fountain Business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Fountain Business MAE. (b) Section 2.01(b) of the CompanyTrident Disclosure Letter sets forth, as of the date hereof, a list of the Fountain Subs and their respective jurisdictions of incorporation or organization. For All of the purposes outstanding shares of capital stock of, or other equity interests in, each Fountain Sub are duly authorized, validly issued, fully paid and nonassessable and will be, as of the Separation, owned directly or indirectly by Fountain, free and clear of all Security Interests other than restrictions under the Securities Act or imposed by applicable Law. Trident has delivered or made available to Patriot, prior to the execution of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation Trident Organizational Documents and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesFountain Organizational Documents.

Due Organization, Good Standing and Corporate Power. (a) Each of the Company and its Subsidiaries is a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, if not a corporation, organization) and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it it, or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would has not have had, does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. For The Company has, prior to the purposes date of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results made available to Buyer and Acquisition complete and correct copies of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in Certificate of Incorporation, as amended, and of itself or (B) any deterioration in the Company's financial condition which is a direct By-laws and proximate result the comparable governing documents of each of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true Subsidiaries, in each case as amended and complete copies in full force and effect as of the Certificate date of this Agreement. Other than as set forth in Schedule 4.1(a) of the disclosure letter delivered by the Company to Buyer and Acquisition upon or prior to entering into this Agreement (the "Company Disclosure Letter"), the respective Certificates of Incorporation and Bylaws By-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control its Subsidiaries. (or equivalent documents), as amended to date, for itself b) Schedule 4.1(b) of the Company Disclosure Letter sets forth a complete and each accurate list of its the Subsidiaries and copies a description of the minutes Company's direct or indirect equity interest(s) therein. Except for the Company's interest in the Subsidiaries and other than loans, extensions of its Board credit or advances constituting trade receivables arising in the ordinary course of Directors and committees business consistent with past practice, or as set forth in Schedule 4.1(b) of the Board Company Disclosure Letter, neither the Company nor any of Directors the Subsidiaries owns directly or indirectly any interest or investment (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreementwhether equity or debt) in, refers to any Person in which nor is the Company or Terremarkany of the Subsidiaries subject to any obligation or requirement to provide for or to make any investment (whether equity or debt) to or in, as the case may be, owns any equity interest and shall include all joint venturesPerson.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the The Company and each of its Significant Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Company Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects . Other than as set forth in Section 4.1 of the Person Company Disclosure Letter, the respective Certificates of Incorporation and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States By-Laws or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement other organizational documents of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to Significant Subsidiaries of the Company (A) do not contain any decreases in provision limiting or otherwise restricting the ability of the Company to control its Significant Subsidiaries. Section 4.1 of the Company Disclosure Letter sets forth a list of all Significant Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and identifies the Company's stock price in and (direct or indirect) percentage of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesownership therein.

Due Organization, Good Standing and Corporate Power. Each of the Company SATX and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company SATX and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the CompanySATX. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, or condition (financial or otherwise) or prospects of the Person (as defined in Section 6.13) and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby)whole. The term "Subsidiary," as used in this Agreement, Agreement refers to any Person in which the Company SATX or TerremarkSTCL, as the case may be, owns any equity interest and shall include all joint ventures. SATX has made available to STCL true and complete copies of its Articles of Incorporation, as amended to date, its By-Laws, as amended to date and copies of the minutes of its Board of Directors and of committees of the Board of Directors (except as the same relate to the transactions contemplated hereby). Except for capital stock of its Subsidiaries, SATX does not own any stock, partnership or other equity interest in, or any debt or equity securities of, any person.

Due Organization, Good Standing and Corporate Power. Each (i) FSCI and, as of the Company Effective Time, a subsidiary of FSCI ("FSCI Sub") formed solely to serve as a partner in the REWJB Gas Investments, a Florida general partnership (the "Gas Partnership"), Farm Stores Grocery, Inc., a Delaware corporation in which FSCI will own as of the Effective Time ten percent (10%) of the issued and its Subsidiaries is outstanding stock ("FSG"), a corporation subsidiary of FSG ("FSG Sub") formed solely to serve as a partner in REWJB Investments, a Florida general partnership (the "Drive-Thru Partnership" and, together with the Gas Partnership, the "Partnerships"), are each corporations duly organizedincorporated, validly existing existing, and in good standing under the laws of the jurisdiction their respective jurisdictions of its incorporation and each such corporation has have all requisite corporate power and authority to own, lease and operate its their respective properties and to carry on its business their respective businesses as now being conducted. Each of the Company FSCI, FSCI Sub, FSG, and its Subsidiaries is FSG Sub are duly qualified or licensed to do business and is are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect material adverse effect on the CompanyCondition of FSCI, FSCI Sub, FSG, FSG Sub, as appropriate. (ii) Each of the Partnerships has been duly formed and is validly existing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its properties and carry on its business as now being conducted. For Each of the purposes Partnerships is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by each of this Agreementthe Partnerships or the nature of the business conducted by the Partnerships makes such qualification necessary, "Material Adverse Effect" on any Person means except in 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, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects Condition of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesPartnerships.

Due Organization, Good Standing and Corporate Power. Each of the Company Seller and its Subsidiaries is a corporation Obligees are corporations duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of incorporation. Seller and its incorporation and each such corporation has all Subsidiaries have the requisite corporate power and authority to own, lease and operate its their properties and that will be Conveyed to Acquiror, to carry on its business the Rochas Business as now being conductedconducted and to enter into and perform its obligations under this Agreement and/or the Ancillary Agreements to which it is, or will be at Closing, a party and to consummate the transactions contemplated hereby and thereby. Each Seller and each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it the Rochas Business that will be Conveyed to Acquiror or the nature of the business Rochas Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had and would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Rochas Business MAE. Neither the Company. For the purposes Seller nor any of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries has taken any step with a view to a suspension of payments or a moratorium of any indebtedness nor have any of them made any voluntary arrangement with any of their creditors, in each case as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies Rochas Business. As of the Certificate date hereof and as of Incorporation and Bylaws (or equivalent documents)the Closing Date, as amended to date, for itself and each neither the Seller nor any of its Subsidiaries and copies of the minutes of Conveying any Acquired Assets or Assumed Liabilities is insolvent or unable to pay its Board of Directors and committees of the Board of Directors (except debts as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesthey fall due.

Due Organization, Good Standing and Corporate Power. Each (a) Seller is a limited liability company duly organized and validly existing under the Laws of the Company State of Delaware and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries Seller is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each jurisdiction in which the property ownedcharacter or location of the properties it owns, leased leases or operated by it operates or the nature of the business conducted by it conducts makes such qualification qualification, license or good standing (or the equivalent thereof) necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing (or the equivalent thereof) would not have a Material Adverse Effect on prevent or materially delay the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects consummation of the Person transactions contemplated hereby. (b) Merger Sub is a corporation duly incorporated and validly existing under the Laws of the State of Delaware and has all requisite power and authority to own, lease and operate its Subsidiaries taken properties and to carry on its business as a whole now being conducted. Merger Sub is duly qualified or licensed to do business and is in good standing (ior the equivalent thereof) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries each jurisdiction in which the Person competes, character or (B) the announcement location of the transaction contemplated herein properties it owns, leases or any action required operates or the nature of the business it conducts makes such qualification, license or good standing (or the equivalent thereof) necessary, except in such jurisdictions where the failure to be taken pursuant to so qualified or licensed and in good standing (or the terms hereof, and (iiequivalent thereof) except that would not prevent or materially delay the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies consummation of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries (a) Trident is a corporation limited by shares (Aktiengesellschaft) that is duly organized and validly existing under the Laws of Switzerland with its legal seat in the Canton of Schaffhausen, Switzerland. Fountain is a corporation limited by shares (Aktiengesellschaft) that is duly organized and validly existing under the Laws of Switzerland with its legal seat in the Canton of Schaffhausen, Switzerland. Each Fountain Sub is a corporation or other entity duly organized, validly existing and in good standing (where applicable) under the laws Laws of the jurisdiction of its incorporation or organization, except where the failure to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Fountain Business MAE. AcquisitionCo is a corporation duly incorporated, validly existing and each such in good standing under the Laws of the State of Delaware. Merger Sub is a corporation has duly incorporated, validly existing and in good standing under the Laws of the State of Minnesota. Trident and its Subsidiaries have all requisite corporate power and authority to own, lease and operate its properties their respective properties, rights and Assets that shall be contributed to the Fountain Group pursuant to the Separation Agreement or any Ancillary Agreement and to carry on its business the Fountain Business as it is now being conducted. Each Trident and each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (to the extent such concept is recognized in the applicable jurisdiction) in each jurisdiction in which the property properties, rights or Assets owned, leased or operated by it the Fountain Business that shall be contributed to the Fountain Group pursuant to the Separation Agreement or any Ancillary Agreement or the nature of the business Fountain Business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Fountain Business MAE. (b) Section 2.01(b) of the CompanyTrident Disclosure Letter sets forth, as of the date hereof, a list of the Fountain Subs and their respective jurisdictions of incorporation or organization. For All of the purposes outstanding shares of capital stock of, or other equity interests in, each Fountain Sub are duly authorized, validly issued, fully paid and Table of Contents nonassessable and will be, as of the Separation, owned directly or indirectly by Fountain, free and clear of all Security Interests other than restrictions under the Securities Act or imposed by applicable Law. Trident has delivered or made available to Patriot, prior to the execution of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation Trident Organizational Documents and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesFountain Organizational Documents.

Due Organization, Good Standing and Corporate Power. Except as set forth in Section 3.1(a) of the Company Disclosure Letter, none of the Company nor any Subsidiary of the Company (the “Company Subsidiaries”) owns any equity interest (other than the Company Subsidiaries) in any Person. Each of the Company and its the Company Subsidiaries is a corporation corporation, duly organizedincorporated, validly existing and in good standing (or the equivalent thereof) under the laws of the jurisdiction its state of its incorporation or organization and each such corporation has all requisite power (corporate power or otherwise) and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each The Company and each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction set forth on Section 3.1(a) of the Company Disclosure Letter opposite its name. Section 3.1(a) of the Company Disclosure Letter lists as of the date hereof all jurisdictions in which the property owned, leased or operated by it the Company or any of the Company Subsidiaries, or the nature of the business conducted by it the Company or any of the Company Subsidiaries makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true Parent prior to the date hereof complete and complete accurate copies of the Certificate Company’s certificate of Incorporation incorporation and Bylaws (or equivalent documents)by-laws and the comparable governing documents of each of the Company Subsidiaries, in each case, as amended to date, for itself and each of its Subsidiaries in full force and copies effect as of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesdate hereof.

Due Organization, Good Standing and Corporate Power. Each of the (a) The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation and each such corporation has all requisite corporate Delaware, with full power and authority to conduct the Business and the School as it is currently being conducted and to own, lease or license, as applicable, its Assets. MIAT is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan, with full power and authority to operate its properties the School as it is currently being operated and to carry on own, lease or license, as applicable, its business as now being conductedassets. Each Section 6.1(a)(i) of the Disclosure Memorandum sets forth each jurisdiction in which the Company and its Subsidiaries is duly licensed or qualified or licensed to do business business, including foreign qualifications, and is the Company and its Subsidiaries are duly licensed and are in good standing in each jurisdiction in which the property owned, leased or operated by it Assets or the nature operation of the business Business as currently conducted by it makes make such licensing or qualification necessary. True, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true correct and complete copies of the Certificate Company’s and its Subsidiaries’ Organizational Documents, minute books (containing all records with respect to any actions taken by the board of Incorporation directors of the Company, any committees thereof and Bylaws (or equivalent documentsthe Company’s stockholders), as amended and stock transfer books and similar Records have been Made Available to datethe Purchaser. The Company’s and its Subsidiaries’ Organizational Documents are in full force and effect, for itself and each of its Subsidiaries and copies none of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this AgreementSeller, refers to any Person in which the Company or Terremarkthe Company’s Subsidiaries is in violation of any of the provisions of its Organizational Documents. Other than MIAT and CTA, the Company does not have, and has never had any Subsidiaries and does not, directly or indirectly, own any interest in any other corporation, partnership, limited liability company, limited partnership, joint venture or other business association or entity. Other than holding the issued and outstanding shares of capital stock of MIAT and CTA, the Company has no operations, assets or liabilities in excess of $50,000 in the aggregate. Except as set forth on Section 6.1(a)(ii) of the Disclosure Memorandum, MIAT has not, or has ever had, any Subsidiaries and MIAT does not own, directly or indirectly, any interest in any other corporation, partnership, limited liability company, limited partnership, joint venture or other business association or entity. (b) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as it is currently being conducted and to own, lease or license, as the case may beapplicable, owns any equity interest and shall include all joint venturesits assets.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the The Company and each of its Significant Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Company Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects . Other than as set forth in Section 5.01 of the Person Company Disclosure Letter, the respective Certificates of Incorporation and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States By-Laws or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement other organizational documents of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to Significant Subsidiaries of the Company (A) do not contain any decreases in provision limiting or otherwise restricting the ability of the Company to control its Significant Subsidiaries. Section 5.01 of the Company Disclosure Letter sets forth a list of all Significant Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and identifies the Company's stock price in and (direct or indirect) percentage of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesownership therein.

Due Organization, Good Standing and Corporate Power. Each Subsidiary of the Company (together, the “Company Subsidiaries”), together with the jurisdiction of organization of each such Subsidiary and the percentage of the outstanding capital stock or other equity interests of each such Subsidiary owned by the Company, each other Subsidiary of the Company and its any other person, is set forth on Schedule 3.1. The Company and each of the Company Subsidiaries is a corporation duly organized, validly existing and in good standing (or equivalent) under the laws Laws of the its jurisdiction of its incorporation organization and each such corporation has all requisite power (corporate power or otherwise) and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each The Company and each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction set forth on Schedule 3.1 opposite its name. Schedule 3.1 lists as of the date hereof all jurisdictions in which the property owned, leased or operated by it the Company or any of the Company Subsidiaries, or the nature of the business conducted by it the Company or any of the Company Subsidiaries makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete Parent prior to the date hereof copies of the Certificate Company’s certificate of Incorporation incorporation and Bylaws (or equivalent documents)the Company’s by-laws and the comparable governing documents of each of the Company Subsidiaries, in each case, as amended to date, for itself and each in full force and effect as of the date hereof. Neither the Company nor any Company Subsidiary is in violation in any material respect of any of the provisions of its Subsidiaries and copies certificate of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company incorporation or Terremark, as the case may be, owns any equity interest and shall include all joint venturesby-laws.

Due Organization, Good Standing and Corporate Power. Each of the The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would has not have had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. For All such jurisdictions are identified on Schedule 4.1 of the purposes Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement. The Company has, prior to the date of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results made available to Parent complete and correct copies of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself Company's By-Laws and the comparable governing documents of each of its Subsidiaries material Subsidiaries, in each case as amended and copies in full force and effect as of the minutes date of its Board of Directors and committees this Agreement. Other than as set forth on Schedule 4.1 of the Board Company's Disclosure Letter, the respective Certificates of Directors (except as Incorporation and By-Laws or other organizational documents of the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which Subsidiaries of the Company do not contain any provision limiting or Terremark, as otherwise restricting the case may be, owns any equity interest and shall include all joint venturesability of the Company to control its Subsidiaries.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

Due Organization, Good Standing and Corporate Power. Each of the The Company and each of its Subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Company Material Adverse Effect" on . Other than as set forth in Section 5.01 of the Company Disclosure Schedule, the respective Articles of Incorporation and By-Laws or other organizational documents of the Significant Subsidiaries of the Company do not contain any Person means provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries. As soon as practicable after the date hereof the Company will provide Parent with a material adverse list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization which identifies the Company's (direct or indirect) percentage of equity ownership therein. The copies of the Company's Articles of Incorporation and By-Laws that are set forth as exhibits to the Company's Form 10-K for the year ended December 26, 1999 are complete and correct copies thereof. Such Articles of Incorporation and By-Laws are in full force and effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms date hereof, and (ii) except that the term Material Adverse Effect shall have not includebeen amended, with respect to the Company (A) any decreases in the Company's stock price in and of itself modified or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesrescinded.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries each of Communications Supply Corporation, a Connecticut corporation (“CSC”), C▇▇▇▇▇▇ Wire & Cable Corporation, a Delaware corporation (“C▇▇▇▇▇▇”) and Liberty Wire & Cable, Inc., a Delaware corporation (“Liberty” and, collectively with CSC and C▇▇▇▇▇▇, the “Company Subsidiaries”) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its incorporation organization and each such corporation has all requisite power (corporate power or otherwise) and authority to own, lease and operate its properties and to carry on its business as and where such is now being conducted. Each The Company and each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction set forth in Section 3.1 of the Company Disclosure Letter. Section 3.1 of the Company Disclosure Letter lists all jurisdictions in which the property owned, leased or operated by it the Company or any of the Company Subsidiaries, or the nature of the business conducted by it the Company or any of the Company Subsidiaries makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would does not have have, individually or in the aggregate, a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true Parent prior to the date hereof complete and complete correct copies of the Certificate Company’s certificate of Incorporation incorporation and Bylaws (or equivalent documents)the Company’s bylaws and the certificate of incorporation and bylaws of each of the Company Subsidiaries, in each case, as amended to date, for itself and each of its Subsidiaries in full force and copies effect as of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesdate hereof.

Due Organization, Good Standing and Corporate Power. Each Parent ------------- --------------------------------------------------- and each of the Company and its Subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority could not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. Each Parent and each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Parent Material Adverse Effect" on . Other than as set forth in Section 6.01 of the Parent Disclosure Schedule, the respective Articles of Incorporation and By-Laws or other organizational documents of the Subsidiaries of Parent do not contain any Person means provision limiting or otherwise restricting the ability of Parent to control such Subsidiaries. As soon as practicable after the date hereof Parent will provide the Company with a material adverse list of all Subsidiaries of Parent and their respective jurisdictions of incorporation or organization which identifies Parent's (direct or indirect) percentage of equity ownership therein. The copies of Parent's Articles of Incorporation and By-Laws that are set forth as exhibits to Parent's Form 10-K for the year ended January 1, 2000 are complete and correct copies thereof. Such Articles of Incorporation and By-Laws are in full force and effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms date hereof, and (ii) except that the term Material Adverse Effect shall have not includebeen amended, with respect to the Company (A) any decreases in the Company's stock price in and of itself modified or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesrescinded.

Due Organization, Good Standing and Corporate Power. (a) Each Seller is duly organized, validly existing, and in good standing under the Legal Requirements of its state of organization with full limited liability company power and authority to enter into this Agreement and the Transaction Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder, and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite trust or other action on the part of such Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution, and delivery by Purchaser) this Agreement constitutes a legal, valid, and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except to the extent that such enforcement may be limited by the Enforceability Exceptions. When each other Transaction Document to which a Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution, and delivery by each other party thereto), such document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms, except to the extent that such enforcement may be limited by the Enforceability Exceptions. (b) The Company and its Subsidiaries is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction State of its incorporation and each such corporation has all requisite Delaware, with full corporate power and authority to conduct the Business and the School as it is currently being conducted and to own, lease and operate lease, or license, as applicable, its properties and to carry on its business as now being conductedAssets. Each Section 6.1(b) of the Disclosure Memorandum sets forth each jurisdiction in which the Company and its Subsidiaries is duly are licensed or qualified or licensed to do business business, including foreign qualifications, and is the Company and its Subsidiaries are duly licensed and are in good standing in each jurisdiction in which the property owned, leased or operated by it Assets or the nature operation of the business Business as currently conducted by it makes such licensing or qualification necessary. True, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreementcorrect, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate Company’s and Subsidiaries’ Organizational Documents, minute books (containing all records with respect to any actions taken by the board of Incorporation directors of the Company, any committees thereof, and Bylaws (or equivalent documentsthe Company’s stockholders), as amended and stock transfer books and similar Records have been Made Available to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby)Purchaser. The term "Subsidiary," as used Company’s and its Subsidiaries’ Organizational Documents are in this Agreementfull force and effect, refers to any Person in which and none of the Company or Terremarkthe Company’s Subsidiaries is in violation of any of the provisions of its Organizational Documents. Other than the Subsidiaries set forth on Section 6.1(b) of the Disclosure Memorandum, as the case may beCompany does not, owns directly or indirectly, own any equity interest and shall include all in any other corporation, partnership, limited liability company, limited partnership, joint venturesventure, or other business association or entity.

Due Organization, Good Standing and Corporate Power. Each of the The ------------- --------------------------------------------------- Company and each of its Subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Company Material Adverse Effect" on . Other than as set forth in Section 5.01 of the Company Disclosure Schedule, the respective Articles of Incorporation and By-Laws or other organizational documents of the Significant Subsidiaries of the Company do not contain any Person means provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries. As soon as practicable after the date hereof the Company will provide Parent with a material adverse list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization which identifies the Company's (direct or indirect) percentage of equity ownership therein. The copies of the Company's Articles of Incorporation and By-Laws that are set forth as exhibits to the Company's Form 10-K for the year ended December 26, 1999 are complete and correct copies thereof. Such Articles of Incorporation and By-Laws are in full force and effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms date hereof, and (ii) except that the term Material Adverse Effect shall have not includebeen amended, with respect to the Company (A) any decreases in the Company's stock price in and of itself modified or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesrescinded.

Due Organization, Good Standing and Corporate Power. Each of the (i) The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the The Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company. For The respective Constitutive Documents of the purposes Company do not contain any provision limiting or otherwise restricting the ability of this Agreementthe Company to control its Subsidiaries. The Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and identifies the Company's (direct or indirect) percentage of equity ownership therein. (ii) Each Subsidiary is a corporation duly organized, "validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect" on any Person means a material adverse effect Effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial Company. Each Subsidiary is duly qualified or otherwise) or prospects of the Person licensed to do business and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change is in general United States or global economic conditions or general economic conditions good standing in industries each jurisdiction in which the Person competesproperty owned, leased or (B) operated by it or the announcement nature of the transaction contemplated herein or any action required business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be taken pursuant so qualified or licensed and in good standing could not reasonably be expected, individually or in the aggregate, to the terms hereof, and (ii) except that the term have a Material Adverse Effect shall on the Company. The respective Constitutive Documents of the Subsidiaries do not include, with respect to contain any provision limiting or otherwise restricting the ability of the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of to control its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint venturesSubsidiaries.