Common use of Existence; Good Standing; Corporate Authority; Compliance With Law Clause in Contracts

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on the Company. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of any order or decree of any Governmental Entity, any law, ordinance, governmental rule or regulation to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Company. The copies of the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correct.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Parent is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Parent Material Adverse Effect Effect. For the purposes of this Agreement, "Parent Material Adverse Effect" means a material adverse effect on the Companybusiness, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, other than effects or changes arising out of, resulting from or relating to general economic, financial or industry conditions. The Company Parent has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the CompanyParent's Significant Subsidiaries is a corporation, limited liability company corporation or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Parent Material Adverse Effect on the CompanyEffect. Neither the Company Parent nor any of its Subsidiaries Parent Subsidiary is in violation of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company Parent or any of its Subsidiaries or any of their respective properties or assets is subject or subject, other than any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and violations which would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. The Company Parent and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months)conducted, except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a Parent Material Adverse Effect upon the Company. The copies of the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correctEffect.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Seller is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of Seller and its subsidiaries taken as a whole (a "Material Adverse Effect on the Company. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conductedEffect. Each of the CompanySeller's Subsidiaries subsidiaries ("Subsidiaries") is a corporation, partnership or limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Material Adverse Effect on the CompanySeller. Neither the Company Seller nor any of its Subsidiaries Subsidiary is in violation in any material respect of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company Seller or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Companysubject. The Company Seller and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Companyconducted. The copies of the CompanySeller's articles Certificate of incorporation Incorporation and by-laws previously Bylaws delivered to or made available to Buyer Purchaser in connection herewith are true and correct. 2.2. AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS. Seller has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. The copies consummation by Seller of the articles transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of incorporation and by-lawsSeller, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other organizational documents, similar laws relating to creditors' rights and general principles of each Company Subsidiary previously delivered or made available to Buyer are true and correctequity.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ statements set forth in the Recitals to this Agreement are true and correct. The Company is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of Nevadathe Federal Republic of Germany. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States jurisdiction in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole (a “Company Material Adverse Effect”); provided, however, that a Company Material Adverse Effect on shall not be deemed to include the Companyimpact of: (a) the implementation of changes in generally accepted accounting principles; and (b) actions and omissions of the Company or its Subsidiaries taken or permitted with the prior written consent of Buyer after the date hereof or as contemplated or authorized by the terms of this Agreement. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's ’s Subsidiaries is a corporation, partnership, limited liability company or partnership other similar foreign entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect on the CompanyEffect. Neither the Company nor any of its Subsidiaries is in violation in any material respect of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Companysubject. The Company and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Companyconducted. The copies copy of the Company's ’s articles of incorporation and by-laws association previously delivered to or made available to Buyer are is a true and correctcorrect copy of the Company’s articles of association as currently in force. No applications have been filed to the commercial register to amend such articles of association (other than an amendment to change the Company’s fiscal year), in particular no applications for the registration of an increase of the nominal share capital of the Company as resolved by the shareholders meeting of the Company on June 2, 2003 and December 19, 2003. The copies Company has not issued up to the date of this Agreement, and will not issue until the articles of incorporation Closing Date, any shares in the Company under the contingent capital (bedingtes Kapital) registered with the commercial register and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available amounting to Buyer are true and correctEuro 7,500.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Buyer is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of Buyer and its Subsidiaries taken as a whole (a "Buyer Material Adverse Effect on the CompanyEffect"). The Company Buyer has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the CompanyBuyer's Subsidiaries is a corporation, partnership, limited liability company or partnership other similar foreign entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Buyer Material Adverse Effect on the CompanyEffect. Neither the Company Buyer nor any of its Subsidiaries Buyer Subsidiary is in violation in any material respect of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company Buyer or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Companysubject. The Company Buyer and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Companyconducted. The copies of the CompanyBuyer's articles Articles of incorporation Association and by-laws Memorandum of Association previously delivered to or made available to Buyer the Company and the Sellers are true and correct. The copies execution and delivery of the articles this Agreement will not conflict with or result in a breach of incorporation and by-lawsany Nasdaq listing agreements, rules or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correctstandards.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Each of the Parent and the Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Parent is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of Parent and its Subsidiaries taken as a whole (a "Parent Material Adverse Effect on the CompanyEffect"). The Company Parent has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the CompanyParent's Significant Subsidiaries is a corporation, limited liability company corporation or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Parent Material Adverse Effect on the CompanyEffect. Neither the Company Parent nor any of its Subsidiaries Parent Subsidiary is in violation of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company Parent or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset usesubject, except where such violation, individually or in the aggregate, does not and violation would not reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect. The Company Parent and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently requiredconducted, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a Parent Material Adverse Effect upon the CompanyEffect. The copies of the CompanyParent's articles Certificate of incorporation Incorporation and by-laws Bylaws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correct.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Seller is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of Seller and its subsidiaries taken as a whole (a "Material Adverse Effect on the Company. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conductedEffect. Each of the CompanySeller's Subsidiaries subsidiaries ("Subsidiaries") is a corporation, partnership or limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Material Adverse Effect on the CompanySeller. Neither the Company Seller nor any of its Subsidiaries Subsidiary is in violation in any material respect of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company Seller or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Companysubject. The Company Seller and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Companyconducted. The copies of the CompanySeller's articles Certificate of incorporation Incorporation and by-laws previously Bylaws delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer Purchasers in connection herewith are true and correct.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company SnapGear is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company SnapGear is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of SnapGear and its Subsidiaries (as defined in Section 10.14) taken as a whole (a “SnapGear Material Adverse Effect”); provided, however, that a SnapGear Material Adverse Effect on shall not be deemed to include the Companyimpact of: (a) the implementation of changes in generally accepted accounting principles; and (b) actions and omissions of SnapGear or its Subsidiaries taken or permitted with the prior written consent of CyberGuard after the date hereof. The Company SnapGear has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's SnapGear’s Subsidiaries (as defined in Section 10.14 hereof) is a corporation, partnership or limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a SnapGear Material Adverse Effect on the CompanyEffect. Neither the Company SnapGear nor any of its Subsidiaries is in violation in any material respect of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company SnapGear or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Companysubject. The Company SnapGear and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Companyconducted. The copies of the Company's articles SnapGear’s Certificate of incorporation Incorporation and by-laws Bylaws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer CyberGuard are true and correct.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Rexall is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadathe State of Florida and Acquisition Corp. is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company Rexall is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not not, individually or in the aggregate, have a Rexall Material Adverse Effect on the CompanyEffect. The Company Rexall has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the CompanyRexall's Subsidiaries subsidiaries (a "Rexall Subsidiary") is a corporation, limited liability company corporation or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Rexall Material Adverse Effect on the CompanyEffect. Neither the Company To Rexall's Knowledge, neither Rexall nor any Rexall Subsidiary or any of its Subsidiaries their respective properties or assets is in violation of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation (including, without limitation, the Federal Food, Drug and Cosmetic Act, the Nutritional Labeling and Education Act of 1990, the Dietary Supplement Health and Education Act of 1994 and any related state acts or rules including Proposition 65 of the Health & Safety Code of the State of California) to which the Company Rexall or any of its the Rexall Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset usesubject, except where such violation, individually or in the aggregate, does not and violation would not reasonably be expected to have a Rexall Material Adverse Effect on Effect. To Rexall's Knowledge, Rexall and the Company. The Company and its Rexall Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other governmental authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months)conducted, except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a Rexall Material Adverse Effect upon the CompanyEffect. The copies of the CompanyRexall's articles Articles of incorporation Incorporation and byBy-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correct.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Each of UHCP, NHSC and Subsidiary Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of NevadaUtah, Texas and Delaware, respectively. The Company Each of UHCP, NHSC and Subsidiary Corporation is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified or to be in good standing would not have have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of NHSC and Subsidiary Corporation and their respective Subsidiaries taken as a whole (a "NHSC Material Adverse Effect on the CompanyEffect"). The Company Each of UHCP, NHSC and Subsidiary Corporation has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's Subsidiaries of UHCP, NHSC and Subsidiary Corporation is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation incorporation, formation or organization, has the corporate, limited liability company or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so licensed or qualified or to be in good standing would notnot reasonably be expected to have, individually or in the aggregate, have a NHSC Material Adverse Effect on the CompanyEffect. Neither the Company UHCP, NHSC or Subsidiary Corporation nor any of its Subsidiaries is in violation of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company UHCP, NHSC and Subsidiary Corporation or any of its their Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset usesubject, except where such violationviolation would not have, individually or in the aggregate, does not and would not reasonably be expected to have a NHSC Material Adverse Effect on the CompanyEffect. The Company Each of UHCP, NHSC and its Subsidiary Corporation and their Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently requiredconducted, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a NHSC Material Adverse Effect upon the Company. The copies of the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correctEffect.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Each of USPI and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company USPI is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of USPI and its Subsidiaries taken as a whole (a "USPI Material Adverse Effect"); provided, however, that a USPI Material Adverse Effect on shall not be deemed to include the Companyimpact of: (a) the implementation of changes in generally accepted accounting principles; and (b) actions and omissions of USPI or its Subsidiaries taken or permitted with the prior written consent of OPC after the date hereof. The Company USPI has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the CompanyUSPI's Significant Subsidiaries is a corporation, limited liability company corporation or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a USPI Material Adverse Effect on the CompanyEffect. Neither the Company USPI nor any of its Subsidiaries USPI Subsidiary is in violation of any order or decree of any Governmental EntityCourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company USPI or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset usesubject, except where such violation, individually or in the aggregate, does not and violation would not reasonably be expected to have a USPI Material Adverse Effect on the CompanyEffect. The Company USPI and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently requiredconducted, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a USPI Material Adverse Effect upon the CompanyEffect. The copies of the CompanyUSPI's articles Certificate of incorporation Incorporation and by-laws Bylaws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer OPC are true and correct.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Buyer is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of Buyer and its Subsidiaries taken as a whole (a “Buyer Material Adverse Effect”); provided, however, that a Buyer Material Adverse Effect on shall not be deemed to include the Companyimpact of: (a) the implementation of changes in generally accepted accounting principles; and (b) actions and omissions of Buyer or its Subsidiaries taken or permitted with the prior written consent of Sellers after the date hereof or as contemplated or authorized by the terms of this Agreement. The Company Buyer has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's Buyer’s Subsidiaries is a corporation, partnership, limited liability company or partnership other similar foreign entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Buyer Material Adverse Effect on the CompanyEffect. Neither the Company Buyer nor any of its Subsidiaries Buyer Subsidiary is in violation in any material respect of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company Buyer or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Companysubject. The Company Buyer and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Companyconducted. The copies of the Company's articles Buyer’s Articles of incorporation Incorporation and by-laws Bylaws previously delivered to or made available to Buyer are true the Company and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer Sellers are true and correct.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Parent is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would standing, individually and in the aggregate, is not have reasonably likely to result in a Parent Material Adverse Effect on the Company(as defined in Section 8.14 hereof). The Company Parent has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conductedconducted or as reasonably contemplated in the future. Each of the Company's Subsidiaries of Parent (the "Parent Subsidiaries") is a corporation, limited liability company or partnership corporation duly organized, validly existing and in good standing standing, under the laws of its the respective jurisdiction of incorporation or organization, has the corporate, limited liability company or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would notthey are incorporated. None of Parent, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its the Parent Subsidiaries or Merger Sub is in violation of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Parent, the Company Parent Subsidiaries or any of its Subsidiaries Merger Sub or any of their respective properties or assets is subject or subject, other than any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would violations which are not reasonably be expected likely to have result in a Parent Material Adverse Effect on Effect. Parent, any of the Company. The Company Parent Subsidiaries and its Subsidiaries Merger Sub have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months)conducted, except where the failure to obtain any such Company Permit item or to take any such action, individually or and in the aggregate, does not and would is not reasonably be expected likely to have result in a Parent Material Adverse Effect upon the Company. The copies of the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correctEffect.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company BMW is a corporation duly incorporated, validly existing and in good standing under the laws of NevadaDelaware. The Company BMW is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified or to be in good standing would not have have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of BMW and its Subsidiary taken as a whole (a "BMW Material Adverse Effect on the CompanyEffect"). The Company BMW has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the CompanyBMW's Subsidiaries sole Subsidiary is a corporation, limited liability company or partnership p duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, Delaware has the corporate, limited liability company or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so licensed or qualified or to be in good standing would notnot reasonably be expected to have, individually or in the aggregate, have a BMW Material Adverse Effect on the CompanyEffect. Neither the Company BMW nor any of its Subsidiaries Subsidiary is in violation of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company BMW or any of its Subsidiaries Subsidiary or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset usesubject, except where such violationviolation would not have, individually or in the aggregate, does not and would not reasonably be expected to have a BMW Material Adverse Effect on the CompanyEffect. The Company BMW and its Subsidiaries Subsidiary have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently requiredconducted, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a BMW Material Adverse Effect upon the Company. The copies of the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correctEffect.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company is a corporation duly incorporatedformed, validly existing and in good standing under the laws of Nevadathe State of Delaware and has succeeded to all of the rights and obligations of Richxxxxxx Xxxs, LLC. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not not, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's Company Subsidiaries is a corporation, limited liability company corporation or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect on Effect. To the Company. Neither 's Knowledge, neither the Company nor any of its the Company Subsidiaries is in violation of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation (including, without limitation, the Federal Food, Drug and Cosmetic Act, the Nutritional Labeling and Education Act of 1990, the Dietary Supplement Health and Education Act of 1994 and any related state acts or rules including Proposition 65 of the Health & Safety Code of the State of California) to which the Company or any of its Subsidiaries Company Subsidiary or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset usesubject, except where such violation, individually or in the aggregate, does not and violation would not reasonably be expected to have a Company Material Adverse Effect on Effect. To the Company. The 's Knowledge, the Company and its the Company Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other governmental authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months)conducted, except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Company. The copies of the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correct.action would

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company LTM is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company LTM is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a LTM Material Adverse Effect on the CompanyEffect. The Company LTM has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the CompanyLTM's Significant Subsidiaries is a corporation, limited liability company corporation or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a LTM Material Adverse Effect on the CompanyEffect. Neither the Company LTM nor any of its the LTM Subsidiaries is in violation of any order or decree of any court, Governmental EntityEntity or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company LTM or any of its Subsidiaries LTM Subsidiary or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset usesubject, except where such violation, individually or in the aggregate, does not and violation would not reasonably be expected to have a LTM Material Adverse Effect on Effect. LTM and the Company. The Company and its LTM Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months)conducted, except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a LTM Material Adverse Effect upon the CompanyEffect. The copies of LTM's Certificate and Bylaws attached as exhibits to the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer LTM Disclosure Statement are complete, true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correctSection 3.2.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Each of CyberGuard and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company CyberGuard is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of CyberGuard and its Subsidiaries taken as a whole (a “CyberGuard Material Adverse Effect”); provided, however, that a CyberGuard Material Adverse Effect on shall not be deemed to include the Companyimpact of: (a) the implementation of changes in generally accepted accounting principles; and (b) actions and omissions of CyberGuard or its Subsidiaries taken or permitted with the prior written consent of SnapGear after the date hereof. The Company CyberGuard has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's CyberGuard’s Subsidiaries is a corporation, partnership or limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a CyberGuard Material Adverse Effect on the CompanyEffect. Neither the Company CyberGuard nor any of its Subsidiaries CyberGuard Subsidiary is in violation in any material respect of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company CyberGuard or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Companysubject. The Company CyberGuard and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months), except where the failure to obtain any such Company Permit or to take any such action, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect upon the Companyconducted. The copies of the Company's articles CyberGuard’s Articles of incorporation Incorporation and by-laws Bylaws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer SnapGear are true and correct.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Cineplex Odeon is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Cineplex Odeon is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or other province of Canada in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Cineplex Odeon Material Adverse Effect on the CompanyEffect. The Company Cineplex Odeon has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the CompanyCineplex Odeon's Significant Subsidiaries is a corporation, limited liability company corporation or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company corporate or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Cineplex Odeon Material Adverse Effect on the CompanyEffect. Neither the Company Cineplex Odeon nor any of its Subsidiaries is in violation of any order or decree of any court, Governmental EntityEntity or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company Cineplex Odeon or any of its Subsidiaries Cineplex Odeon Subsidiary or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset usesubject, except where such violation, individually or in the aggregate, does not and violation would not reasonably be expected to have a Cineplex Odeon Material Adverse Effect on Effect. Cineplex Odeon and the Company. The Company and its Cineplex Odeon Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months)conducted, except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a Cineplex Odeon Material Adverse Effect upon the CompanyEffect. The copies of Cineplex Odeon's Articles and Bylaws attached as exhibits to the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer Cineplex Odeon Disclosure Statement are complete, true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correctSection 2.2.

Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company Each of Guidant and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of Nevadaits jurisdiction of incorporation. The Company Guidant is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of Guidant and its Subsidiaries taken as a whole (as modified by the following proviso, a "Guidant Material Adverse Effect"); provided, however, that any such effect resulting from (i) any change in economic or business conditions generally affecting the medical devices industry or (ii) any change in generally accepted accounting principles or interpretation thereof generally affecting the medical devices industry (as opposed to Guidant specifically) shall not be considered when determining if a Guidant Material Adverse Effect on the Companyhas occurred. The Company Guidant has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company Guidant nor any of its Subsidiaries Merger Sub is in violation of any order or decree of any Governmental Entitycourt, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which the Company Guidant or any of its Subsidiaries Merger Sub or any of their respective properties or assets is subject or subject, other than any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and violations which would not reasonably be expected to have a Guidant Material Adverse Effect on the CompanyEffect. The Company Guidant and its Subsidiaries Merger Sub have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals permits and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or governmental regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connection with the business reasonably anticipated by the Company to be conducted over the next six months)conducted, except where the failure to obtain any such Company Permit item or to take any such action, individually or in the aggregate, does not and action would not reasonably be expected to have a Guidant Material Adverse Effect upon the Company. The copies of the Company's articles of incorporation and by-laws previously delivered to or made available to Buyer are true and correct. The copies of the articles of incorporation and by-laws, or other organizational documents, of each Company Subsidiary previously delivered or made available to Buyer are true and correctEffect.