Common use of Incorporation and Good Standing of the Company and its Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity, as the case may be, in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation, and each has corporate the corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or foreign partnership other legal entity to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and and, except in the case of subsidiaries set forth on Exhibit D hereto, are owned by the Company Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not which is required to be so listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day as of the most recently ended fiscal year.date of such Annual Report on Form 10-K.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has Delaware, with corporate power and authority under such laws to own, lease and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Prospectus; and the Company is duly qualified as a foreign corporation to enter into transact business and perform is in good standing in each jurisdiction where the character of the business conducted by it or the location of the property owned by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Company and its obligations under this Agreementsubsidiaries considered as one enterprise. Each subsidiary of the Company that is a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X under the Securities Act (such subsidiaries collectively, the “Significant Subsidiaries”) has been duly organized and organized, is validly existing as a corporation and, to the extent applicable, is in good standing under the laws of the state or jurisdiction of its organization organization, and each has the requisite power and authority under such laws to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company business, and the subsidiaries is duly qualified as a foreign corporation or foreign partnership entity to transact business and and, to the extent applicable, is in good standing in each jurisdiction in which where the character of the business conducted by it or the location of the property owned by it makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except for such jurisdictions where the failure to be so qualify qualified would not have a material adverse effect on the Company and its subsidiaries considered as one enterprise. The Company, directly or to be in good standing would notindirectly, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, owns all of the issued and outstanding capital stock or other equity interests voting securities of each of the subsidiaries have been duly authorized and validly issuedSignificant Subsidiaries, are fully paid and nonassessable and are owned by the Company in each case free and clear of any security interestliens, mortgageencumbrances and claims, pledgeexcept for any liens, lien, encumbrance or encumbrances and claims that would not have a material adverse claim. The effect on the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the and its subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearconsidered as one enterprise.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The As of January 16, 2013, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report Registration Statement on Form 10S-4/A (File No. 333-K for 185935 filed by the most recently ended fiscal year and Company with the Commission on January 22, 2012 (“Exhibit 21.1”)and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2009 and (ii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation or other entity, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to ownwould not reasonably be expected, lease and operate its properties and to conduct its business as described individually or in the Prospectusaggregate, to result in a Material Adverse Change. Each of the Company and the each of its subsidiaries is duly qualified as a foreign corporation or foreign partnership other entity, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company (directly or through the Company’s other subsidiaries) free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity entity, and the Company does not have any “subsidiary” (as defined in Rule 405 under the Securities Act), other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.Rhein Biotech GmbH.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation, as applicable, and has corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the its subsidiaries is duly qualified as a foreign corporation corporation, limited partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests ownership interest of the subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable non‑assessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not have a Material Adverse Effect. None of the outstanding shares of capital stock of any subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other entity other than are (A) the subsidiaries listed in on Exhibit 21.1 21 to the Company’s Annual Report on Form 10Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 02 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2010 and (ii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each Synlogic Operating Company, Inc. is the Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of Massachusetts and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Massachusetts) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearSchedule 4.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary The entities listed on Schedule 4 hereto are the Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Company has Exchange Act) (the “Significant Subsidiaries”). The Significant Subsidiaries, if any, have been duly organized and is are validly existing as a corporation corporations in good standing under the laws of the jurisdiction of its their organization and has have the requisite power and authority to own, lease and operate its their properties and to conduct its business their businesses as described in the Prospectus. Each of the Company and each of the subsidiaries Significant Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the Commonwealth of Massachusetts and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Massachusetts) where the failure to so qualify or to be in good standing would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of each of the subsidiaries Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the its subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in in, with respect to the Company and Horizon Pharma USA, Inc., the State of Illinois, and with respect to each of the Company and each of its subsidiaries, each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Time of Sale Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year Registration Statement and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries listed on Schedule B hereto (each such subsidiary, a “Significant Subsidiary”, as that term is defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized and is validly existing as a corporation or partnership in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Prospectus. The Company has full corporate power and authority to enter into and perform its obligations under each of this Agreement. Each subsidiary of , the Company has been duly organized Securities and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusIndenture. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests ownership interest of the subsidiaries have each Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable nonassessable, and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The With the exception of a 20% interest in Xxxxxx Xxxxxx & Co. Limited, the Company does not own or control, directly or indirectly, any corporation, association corporation or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearApril 30, 2016.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership, limited liability company or trust, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement or any Confirmation or Terms Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, partnership, limited liability company or foreign partnership trust, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Except as otherwise disclosed in the Prospectus, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K for the most recently ended fiscal year and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary Cempra Pharmaceuticals, Inc. and CEM-102 Pharmaceuticals, Inc. are the Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (collectively, the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each The Company is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of North Carolina and each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of North Carolina in the case of the Company) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected have a material adverse effect (i) on the condition, financial or otherwise, or in the earnings, management, business, properties, results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (ii) the ability of the Company to result in perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture and the Notes (each, a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests interest of each subsidiary owned by the subsidiaries Company, directly or through subsidiaries, have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim that could, individually or in the aggregate, have a Material Adverse Effect. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not which is required to be listed on Exhibit 21.1 by Item 601 so listed. None of the Company’s subsidiaries is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-K under X promulgated by the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearCommission.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership, limited liability company or trust, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus case of the Issuers and the Guarantors, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership, limited liability company or foreign partnership trust, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Time of Sale Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2012 and (ii) such other than (i) those subsidiaries not required to be entities listed on Exhibit 21.1 by Item 601 Schedule D hereto. Each such entity listed on Schedule D does not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. (1) The Company has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and Delaware, has the corporate power and authority to own, lease and operate own its properties property and to conduct its business as described in the Prospectus April Offering Memorandum and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except for such jurisdictions where to the extent that the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse Change. Except Effect (as hereinafter defined), and (2) each Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X) of the Company has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization, has the power and authority to own its property and to conduct its business as described in the ProspectusApril Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued and outstanding capital stock or other equity interests of each Significant Subsidiary of the subsidiaries Company have been duly and validly authorized and validly issued, are fully paid and nonassessable and non-assessable and, except as described in the April Offering Memorandum, are owned directly or through wholly owned subsidiaries by the Company Company, free and clear of all liens, encumbrances, equities or claims except such as may arise in connection with any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to credit facility with the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries, as defined by Rule 405 under the Securities Act (the “Significant Subsidiaries”), has been duly incorporated or otherwise formed and is validly existing as a corporation and in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation, as the case may be, and has corporate power and authority (corporate or otherwise) to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock stock, or other similar equity interests interest, of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectlyexcept that (1) the Senior Credit Facility, dated November 21, 2006, by and among SxxxXxxxx Energy, Inc. (as successor by merger to Riata Energy, Inc.) and Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC as Lead Arranger and Book Running Manager, as amended, and (2) Credit Agreement, dated March 22, 2007 by and among SxxxXxxxx Energy, Inc. and Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC as Lead Arranger, as amended, are secured by a negative pledge on any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to of the Company’s Annual Report on Form 10non-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearmortgage properties.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except to the Company has been duly organized and is validly existing as a corporation extent that failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where to the extent that failure to be so qualify qualified or to be in good standing would notnot be reasonably expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for such security interests, mortgages, pledges, liens, encumbrances or adverse claims as are specifically described in the Time of Sale Prospectus. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year Registration Statement and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from such Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized and is validly existing as a corporation corporation, limited company or proprietary limited company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each , except for such jurisdictions where the failure of any such subsidiary of the Company has been duly organized and is validly existing to exist as a corporation corporation, limited company or proprietary limited company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described would not result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests of the subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, and, other than under the Amended and Restated Credit Agreement, dated as of November 16, 2001, as amended, among the Company, AMN Healthcare, Inc., the Subsidiary Guarantors named therein, the Lenders and the Agent named therein (the “Credit Agreement”), is free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than ended December 31, 2004 and, to the extent acquired by the Company, X’Xxxxx-Xxxxxx International (iEurope) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearLimited.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company Company’s Subsidiaries, has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the laws of the jurisdiction of its incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries Subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries Subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization, except to the extent that the failure to be so qualified or be in good standing would not result, singularly or in the aggregate, in a Material Adverse Change, and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in its respective state of organization and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where to the extent that the failure to be so qualify qualified or to be in good standing would notnot result, individually singularly or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year December 31, 2009 and (ii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each TRX Services Limited is the Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated herein and therein, except where the failure to be in good standing or have such power or authority would not, individually or in the aggregate, result in a Material Adverse Change. Each subsidiary of the Company has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, except where the failure to be in good standing or have such power or authority would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and the its subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the laws of the jurisdiction of its incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Regulation S-X of the Securities Act) has been duly incorporated and is validly existing as a corporation or other legal entity in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has power (corporate power or otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , the Company has been duly organized Dealer Manager Agreement and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusNew Credit Facility. Each of the Company and the its significant subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the ProspectusProspectus with respect to the restrictions set forth in the Credit Agreement (as defined below), all of the issued and outstanding capital stock or other equity interests of each of the Company's significant subsidiaries have has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day 21 of the most recently ended fiscal yearRegistration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests of the subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries. Except as provided in the Amended and Restated Revolving Credit Agreement, dated as of October 28, 2003, among certain subsidiaries of the Company, Fleet National Bank, as Administrative Agent, Fleet Securities, Inc., as Sole Lead Arranger, and other lender parties, (the "Credit Agreement") the outstanding capital stock of each of the Company's subsidiaries is free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for Registration Statement, and the most recently ended fiscal year and other than only significant subsidiaries of the Company (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K as such term is defined in Rule 405 under the Exchange Act Securities Act) are XxXxxxxxx & Xxxxxxx Acquisition Corp. II, XxXxxxxxx & Xxxxxxx Acquisition Corp. and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.XxXxxxxxx & Xxxxxxx Restaurant Corp.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries listed on Schedule B hereto (each such subsidiary, a “Significant Subsidiary”, as that term is defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized and is validly existing as a corporation or partnership in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Prospectus. The Company has full corporate power and authority to enter into and perform its obligations under each of this Agreement. Each subsidiary of , the Company has been duly organized Securities and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusIndenture. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests ownership interest of the subsidiaries have each Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are and, is owned by the Company Company, directly or through subsidiaries free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The With the exception of (i) the subsidiaries identified in the Disclosure Package and the Prospectus and (ii) a 20% interest in Xxxxxx Xxxxxx & Co. Limited, the Company does not own or control, directly or indirectly, any corporation, association corporation or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearApril 30, 2012.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization, except to the extent that the failure to be so qualified or be in good standing would not result, singularly or in the aggregate, in a Material Adverse Change, and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in its respective state of organization and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where to the extent that the failure to be so qualify qualified or to be in good standing would notnot result, individually singularly or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year December 31, 2011 and (ii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each Essex Portfolio, L.P. is the Company’s only significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation partnership in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity partnership interests of the subsidiaries have Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2002 and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDecember 31, 2002.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests of the subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries. Except as provided in the Revolving Credit Agreement, dated as of July 23, 2004, among certain subsidiaries of the Company, Fleet National Bank, as Administrative Agent, Banc of America Securities LLC, as Lead Arranger, and other lender parties, (the “Credit Agreement”) the outstanding capital stock of each of the Company’s subsidiaries is free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year December 31, 2005, and other than the only significant subsidiaries of the Company (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K as such term is defined in Rule 405 under the Exchange Act Securities Act) are XxXxxxxxx & Xxxxxxx Acquisition Corp. II, XxXxxxxxx & Xxxxxxx Acquisition Corp. and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.XxXxxxxxx & Xxxxxxx Restaurant Corp.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary The entities listed on Schedule 4 hereto are the Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Company has Exchange Act) (the “Significant Subsidiaries”). The Significant Subsidiaries have been duly organized and is are validly existing as a corporation corporations in good standing under the laws of the jurisdiction of its their organization and has have the requisite power and authority to own, lease and operate its their properties and to conduct its business their businesses as described in the Prospectus. Each of the Company and each of the subsidiaries is Significant Subsidiaries are duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of each of the subsidiaries Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company or its subsidiaries free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than year; (iii) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act Act; and (iiiii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or formed and is validly existing as a corporation or limited liability company in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation and has corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its obligations under each of this Agreement. Each subsidiary of , the Company has been duly organized Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusIndenture. Each of the Company and each of the subsidiaries Guarantors is duly qualified as a foreign corporation or foreign partnership limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity limited liability company interests of the subsidiaries have each Guarantor has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for security interests, pledges, liens or encumbrances in favor of the lenders under the Credit Agreement. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than ended December 31, 2011 (i) those subsidiaries not required except that pursuant to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day an internal reorganization of the most recently ended fiscal yearCompany and certain of its subsidiaries, effective December 31, 2012, Las Vegas Motor Speedway, LLC merged with and into Nevada Speedway, LLC, with Nevada Speedway, LLC being the surviving entity).

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership, limited liability company or trust, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries its Significant Subsidiaries is duly qualified as a foreign corporation corporation, partnership, limited liability company or foreign partnership trust, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Time of Sale Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2020 and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or formed and is validly existing as a corporation or limited liability company in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation and has corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its obligations under each of this Agreement. Each subsidiary of , the Company has been duly organized Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusAmendment. Each of the Company and each of the subsidiaries Guarantors is duly qualified as a foreign corporation or foreign partnership limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity limited liability company interests of the subsidiaries have each Guarantor has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for security interests, pledges, liens or encumbrances in favor of the lenders under the Existing Credit Agreement. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDecember 31, 2009.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation or other business entity in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate or other business entity power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation or foreign partnership other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would notnot reasonably be expected to result, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable nonassessable, and except for directors’ qualifying shares or substantially similar shares, and with respect to Mattel Bangkok Ltd, a corporation formed under the laws of Thailand, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than December 31, 2012 (ithe “Annual Report on Form 10-K”) those subsidiaries not which is required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearso listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries listed on Schedule B hereto (each such subsidiary, a “Significant Subsidiary”, as that term is defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized and is validly existing as a corporation or partnership in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Prospectus. The Company has full corporate power and authority to enter into and perform its obligations under each of this Agreement. Each subsidiary of , the Company has been duly organized Securities and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusIndenture. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests ownership interest of the subsidiaries have each Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are and, is owned by the Company Company, directly or through subsidiaries free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The With the exception of (i) the subsidiaries identified in the Disclosure Package and the Prospectus and (ii) a 20% interest in Xxxxxx Xxxxxx & Co. Limited, the Company does not own or control, directly or indirectly, any corporation, association corporation or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearApril 30, 2015.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2014 and (ii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Other than the Joint Venture, Jakks Pacific Iberia S.L., JAKKS Pacific (Canada), Inc. and Creative Designs International (UK) Ltd., the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDecember 31, 2008.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) (“Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests of the subsidiaries have each Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are non-assessable and, except as described in the Final Prospectus, is owned by the Company Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity subsidiary (as defined in Rule 405) other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act ended December 31, 2003 and (ii) those subsidiaries formed or acquired since subsidiaries, if considered in the last day of the most recently ended fiscal yearaggregate as a single subsidiary, would not constitute a Significant Subsidiary.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each Essex Portfolio, L.P. (the “Operating Partnership”) and each other significant subsidiary of the Company (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act), if any, has been duly organized and is validly existing as a corporation partnership or other entity in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Operating Partnership is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity partnership interests of in the subsidiaries Operating Partnership have been duly authorized and validly issued, issued and are fully paid and nonassessable and nonassessable. The partnership interests in the Operating Partnership that are owned by the Company are free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2017 and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDecember 31, 2017.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation and has corporate corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or foreign partnership other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s its Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not ended May 31, 2021 that is required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearso listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of Colorado and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing exists as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing exists as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries listed on Schedule B hereto (each such subsidiary, a “Significant Subsidiary”, as that term is defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized and is validly existing as a corporation or partnership in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Prospectus. The Company has full corporate power and authority, to enter into and perform its obligations under each of this Agreement. Each subsidiary of , the Company has been duly organized Securities and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusIndenture. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests ownership interest of the subsidiaries have each Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are and, is owned by the Company Company, directly or through subsidiaries free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The With the exception of (i) the subsidiaries identified in the Disclosure Package and the Prospectus; (ii) a 20% interest in Xxxxxx Xxxxxx & Co. Limited, and (iii) an indirect 100% interest in Xxxxx-Xxxxxx Netherlands, B.V., the Company does not own or control, directly or indirectly, any corporation, association corporation or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearApril 30, 2008.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation, where such concept is applicable and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary , except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company has been duly organized and is validly existing its subsidiaries, considered as one entity (a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus"MATERIAL ADVERSE EFFECT"). Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse ChangeEffect. Except as described No proceeding has been instituted by the Registrar of Companies in Israel for the Prospectus, all dissolution of the Company or any of its Israeli subsidiaries. All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Nice Systems Singapore (PTE) Ltd., Nice Systems Australia PTY Limited and the subsidiaries listed in Exhibit 21.1 8.1 to the Company’s 's Annual Report on Form 1020-K F for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year2004.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each ITI, Inc. is the Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of New York and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company Each of the Company, Xxxxx Technologies Operating Company, Inc., a Utah corporation (“Xxxxx Operating”), Thermo No. 1 BE-01, LLC, a Delaware limited liability company (“Thermo”), and Lightning Dock Geothermal No. 1 HI-01, LLC, a Delaware limited liability company (“Lightning Dock” and, together with Xxxxx Operating and Thermo, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , the Company has been duly organized Subscription Agreements, the Escrow Agreement and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusWarrants. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for where such jurisdictions where the failure to be so qualify or to be in good standing qualified would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as otherwise described in the Registration Statement. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year December 31, 2008 and (ii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary Pieris Pharmaceuticals GmbH and Pieris Australia PTY Ltd. are the Company’s only significant subsidiarys (as defined in Rule 1-02(w) of Regulation S-X of the Company Exchange Act) (each, a “Significant Subsidiary”). Each Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in its country of domicile and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity, as the case may be, in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation, and each has corporate the corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or foreign partnership other legal entity to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and and, except in the case of subsidiaries set forth on Exhibit D hereto, are owned by the Company Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not which is required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearso listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each Essex Portfolio, L.P. is the Company's only significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X of the Company Exchange Act) (the "Significant Subsidiary"). The Significant Subsidiary has been duly organized and is validly existing as a corporation partnership in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity partnership interests of the subsidiaries have Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s 's Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2002 and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDecember 31, 2002.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of Aquinox Pharmaceuticals (Canada), Inc. (“AQXP Canada”) is the Company Company’s only subsidiary. AQXP Canada has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization Canada Business Corporations Act and has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the The Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests of the subsidiaries have AQXP Canada has been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each Alimera Sciences Limited is the Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the The Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of Georgia and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Georgia) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned indirectly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in in, with respect to the Company and Horizon Pharma USA, Inc., the State of Illinois, and with respect to each of the Company and each of its subsidiaries, each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required ended December 31, 2011, except as may be otherwise disclosed in the Prospectus subsequent to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yeardate hereof.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Minnesota and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation public limited company, corporation, partnership or limited liability company, as applicable, in good standing (if applicable) under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing (if applicable) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and non-assessable and, except as set forth in the Time of Sale Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K Q for the most recently quarterly period ended fiscal year September 30, 2014 and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its “significant subsidiaries” within the meaning of Rule 1-02(w) of Regulation S-X all of which are identified on Schedule C attached hereto (individually a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries its Subsidiaries is duly qualified as a foreign corporation or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests or ownership interest of the subsidiaries have each Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to Schedule C attached hereto and (ii) such other entities omitted from Schedule C which, when such omitted entities are considered in the Company’s Annual Report on Form 10aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-K for the most recently ended fiscal year and other than (i02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation and each has corporate corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or foreign partnership other legal entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and are owned directly or indirectly by the Company Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance encumbrance, restriction on voting or adverse claimtransfer or any other claim of any third party (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise disclosed in or contemplated by the Disclosure Package and the Prospectus). The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries material subsidiary not listed in on Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than (i) those subsidiaries not December 31, 2016 which would be required to be so listed if such Annual Report on Exhibit 21.1 by Item 601 of Regulation SForm 10-K under were filed on the Exchange Act and (ii) those subsidiaries formed or acquired since the last day date of the most recently ended fiscal yearthis Agreement.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each Pangu BioPharma Limited is the Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization (Hong Kong) and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation, where such concept is applicable, and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary , except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company has been duly organized and is validly existing its subsidiaries, considered as one entity (a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus“Material Adverse Effect”). Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in not have a Material Adverse ChangeEffect. Except as described No proceeding has been instituted by the Registrar of Companies in Israel for the Prospectus, all dissolution of the Company or any of its Israeli subsidiaries. All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 8.1 to the Company’s Annual Report on Form 10-K 20 F for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDecember 31, 2006.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation and each has corporate corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or foreign partnership other legal entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and are owned directly or indirectly by the Company Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance encumbrance, restriction on voting or adverse claimtransfer or any other claim of any third party (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise disclosed in or contemplated by the Disclosure Package and the Prospectus). The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries material subsidiary not listed in on Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than (i) those subsidiaries not December 31, 2015 which would be required to be so listed if such Annual Report on Exhibit 21.1 by Item 601 of Regulation SForm 10-K under were filed on the Exchange Act and (ii) those subsidiaries formed or acquired since the last day date of the most recently ended fiscal yearthis Agreement.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been and each of its Subsidiaries are duly incorporated and is organized, validly existing and in good standing (to the extent such concept is available) under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the their respective ownership or leasing lease of property or the conduct of businesstheir respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Prospectus, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimEffect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year (the “Exhibit 21.1 Subsidiaries”) and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearyear (the Exhibit 21.1 Subsidiaries, together with any subsidiaries as described in this Section 6(n)(i) and 6(n)(ii), the “Subsidiaries”). Except as set forth in the Prospectus, the Company owns, directly or indirectly, all of its equity interests in the Subsidiaries free and clear of any lien, charge, security interest, encumbrance or other restriction, and all its equity interests in the Subsidiaries are validly issued and are fully paid, nonassessable.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in its respective jurisdiction of organization and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing or have such power or authority would notnot constitute, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2008 and (ii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Amended Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed ended December 31, 2007, as filed with the Commission on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearMarch 18, 2008.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity, as the case may be, in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation, and each has corporate the corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or foreign partnership other legal entity to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and and, except in the case of subsidiaries set forth on Exhibit D hereto, are owned by the Company Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not which is required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearso listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus case of the Issuers and the Guarantor, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries its Significant Subsidiaries is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Time of Sale Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2018 and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under no Significant Subsidiaries other than the laws of subsidiaries listed on Exhibit 21 to the jurisdiction of its organization and has Company’s annual report on Form 10-K for the requisite power and authority to ownfiscal year ended February 1, lease and operate its properties and to conduct its business as described in the Prospectus2020. Each of the Company and the subsidiaries each such subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected have a material adverse effect (i) on the condition, financial or otherwise, or in the business, properties, results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (ii) the ability of the Company to result in perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture and the Notes (each, a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each such subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation except, with respect to such subsidiaries, where the failure to be duly incorporated or in good standing would not result in a Material Adverse Change. Each of the Company and has its subsidiaries have corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary , except, with respect to such subsidiaries, where the lack of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite such power and authority to own, lease and operate its properties and to conduct its business as described would not result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests of the subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim except, with respect to such subsidiaries, where the lack of such due authorization and valid issuance and full payment and non-assesibility would not result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 22i to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearRegistration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected have a material adverse effect on (i) the financial condition, business, properties or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (ii) the ability of the Company to result in perform its obligations under, and consummate the transactions contemplated by this Agreement, the Indenture and the Securities (each, a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for statutory liens, taxes and governmental charges that are not yet delinquent and similar liens or charges that do not secure indebtedness. The Company does not own or controlhave any subsidiary that, directly or indirectly, any corporation, association or other entity other than as of the subsidiaries listed in Exhibit 21.1 to the Company’s date of filing of its Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not ended December 31, 2022, was required to be be, but was not, listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year21 thereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary The entities listed on Schedule 4 hereto are the Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Company has Exchange Act) (the “Significant Subsidiaries”). The Significant Subsidiaries, if any, have been duly organized and is are validly existing as a corporation corporations in good standing under the laws of the jurisdiction of its their organization and has have the requisite power and authority to own, lease and operate its their properties and to conduct its business their businesses as described in the Prospectus. Each of the Company and each of the subsidiaries Significant Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the Commonwealth of Massachusetts and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Massachusetts) where the failure to so qualify or to be in good standing would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of each of the subsidiaries Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.ACTIVE/123217397.8

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of Agreement and the Company has been duly organized Indenture and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite full right, power and authority to ownexecute and deliver the Securities (the Agreement, lease Indenture and operate its properties Securities being collectively referred to herein as the “Transaction Documents”) and all action required to conduct its business as described be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Prospectus has been duly and validly taken, except where failure to so qualify or to be in good standing would not, individually or in the Prospectusaggregate, be expected to result in a Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The As of January 21, 2013, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report Registration Statement on Form 10S-4/A (File No. 333-K for 185935 filed by the most recently ended fiscal year and other than Company with the Commission on January 22, 2013 (i“Exhibit 21.1”) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the last day aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of the most recently ended fiscal yearRule 1-02(w) of Regulation SX.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been and each of its Subsidiaries are duly incorporated and is organized, validly existing and in good standing (to the extent such concept is available) under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the their respective ownership or leasing lease of property or the conduct of businesstheir respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimEffect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year (the “Exhibit 21.1 Subsidiaries”) and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearyear (the Exhibit 21.1 Subsidiaries, together with any subsidiaries as described in this Section 2(A)(n)(i) and 2(A)(n)(ii), the “Subsidiaries”). Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company owns, directly or indirectly, all of its equity interests in the Subsidiaries free and clear of any lien, charge, security interest, encumbrance or other restriction, and all its equity interests in the Subsidiaries are validly issued and are fully paid, nonassessable.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries listed on Schedule B hereto (each such subsidiary, a “Significant Subsidiary”, as that term is defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized and is validly existing as a corporation or partnership in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Prospectus. The Company has full corporate power and authority to enter into and perform its obligations under each of this Agreement. Each subsidiary of , the Company has been duly organized Securities and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusIndenture. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests ownership interest of the subsidiaries have each Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are and, is owned by the Company Company, directly or through subsidiaries free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The With the exception of (i) the subsidiaries identified in the Disclosure Package and the Prospectus and (ii) a 20% interest in Xxxxxx Xxxxxx & Co. Limited, the Company does not own or control, directly or indirectly, any corporation, association corporation or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearApril 30, 2010.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this AgreementAgreement and any Terms Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company Subsidiary has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the laws of the jurisdiction of its incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries Subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries Subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , the Company has been duly organized Indenture and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusNotes. Each of the Company and the its subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries considered as one entity (a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those ended December 31, 2008. The subsidiaries not required to be listed on Exhibit 21.1 Annex A attached hereto are the only significant subsidiaries of the Company as defined by Item 601 Rule 1-02 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation or other business entity in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate or other business entity power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation or foreign partnership other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would notnot reasonably be expected to result, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than December 31, 2010 (ithe “Annual Report on Form 10-K”) those subsidiaries not which is required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearso listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each Alimera Sciences Limited is the Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the The Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of Georgia and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Georgia) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are indirectly owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for the security interest in such capital stock granted pursuant to the Credit Agreement. The Other than a 5% ownership interest in DreamPlay, LLC, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDecember 31, 2013.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary Synta Securities Corp., a Massachusetts securities corporation, Synta Limited Incorporated, a United Kingdom company, and Synta Pharmaceuticals (Bermuda) Ltd., a Bermuda company, are the Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (each a “Significant Subsidiary”). Each Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the The Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the Commonwealth of Massachusetts and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the Commonwealth of Massachusetts) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing exists as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing exists as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s 's Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary As of the Company date hereof, InVivo Therapeutics Corporation is the Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries listed on Schedule B (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated incorporated, formed or organized, as applicable, and is validly existing as a corporation or a limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation, formation or organization, as applicable, and has corporate or limited liability company, as applicable, power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its obligations under this Agreement. Each subsidiary each of the Transaction Documents to which it is a party. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Subsidiaries is duly qualified as a foreign corporation or foreign partnership limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests ownership interest of the subsidiaries have each Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as disclosed in the Offering Memorandum or except as would not result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2011 filed by the Company with the Commission, except for the Company’s minority ownership interests in CBSM-Companhia Brasileira De Servicos De Marketing, Excentus Corporation and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDirexxions.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as set forth in each Applicable Prospectus. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K Cytori Therapeutics KK, a company organized under the Exchange Act laws of Japan, Cytori Italia Srl, a company organized under the laws of Italy, Cytori GmbH, a company organized under the laws of Switzerland, Cytori India Medical Private Limited, a company organized under the laws of India, and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearOlympus-Cytori, Inc., a Delaware corporation.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction State of its organization and has the requisite Delaware, with corporate power and authority to own, own or lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Subsidiaries of the Company listed in Exhibit 21.1 to Item 15 of the Annual Report on Form 10-K filed with the Commission on March 3, 2017 (collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, limited liability company or similar entity in good standing (to the extent that the concept of “good standing” exists in a specified jurisdiction) under the laws of its jurisdiction of organization, with requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus. The subsidiaries listed on Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, are the only significant subsidiaries of the Company as defined by Rule 1-02 of Regulation S-X. The Company and each of the subsidiaries is Subsidiaries are duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction all jurisdictions in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businesstheir business requires such qualification, except for such jurisdictions where the failure to be so qualify or to be in good standing qualified would notnot either (i) have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except material adverse effect on the earnings, business, management, properties, assets, rights, operations, or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention described in the Prospectus, all foregoing clauses (i) and (ii) being referred to as a “Material Adverse Effect”). The outstanding shares of capital stock of each of the issued and outstanding capital stock or other equity interests of the subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and are owned by the Company or another Subsidiary free and clear of any security interestall liens, mortgageencumbrances and equities and claims; and no options, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association warrants or other entity rights to purchase, agreements or other than obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearSubsidiaries are outstanding.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests or ownership interest of the subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as contemplated by the Existing Loan Agreements (as defined in Section 1A(n)). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s 's Annual Report on Form 10-K for the most recently ended fiscal year ended January 31, 2003 and (ii) such other than (ientities omitted from such Exhibit 21 that, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a "significant subsidiary" within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation or foreign partnership limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests of the subsidiaries have each subsidiary that is a corporation has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. All of the membership interests of each subsidiary that is a limited liability company have been duly authorized and validly issued and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year2006.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each Essex Portfolio, L.P. is the Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing as a corporation partnership in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity partnership interests of the subsidiaries have Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described existing as of the date hereof and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to ownwould not reasonably be expected to, lease and operate its properties and to conduct its business as described individually or in the Prospectusaggregate, result in a Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to qualified would not reasonably be in good standing would notexpected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests or ownership interest of the subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are and, except as set forth in the Prospectus, is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year Registration Statement and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a "significant subsidiary" within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly is incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly is organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and and, with respect to the subsidiary shares owned by the Company, are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearMarch 31, 2015.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has with corporate power and authority to ownown or lease, lease as the case may be, and to operate its properties and to conduct its business as described in the Prospectus Disclosure Package and the Prospectus, to enter into and perform its obligations under this Agreement. Each subsidiary , and is duly qualified to do business as a foreign corporation, is in good standing under the laws of each jurisdiction that requires such qualification except for such jurisdictions where the failure to be in good standing or to so qualify would not, individually or in the aggregate, have a Material Adverse Change; and each of the “significant subsidiaries” of the Company (as defined in Rule 1-02 of Regulation S-X) (the “Significant Subsidiaries”) has been duly organized and incorporated or formed, is validly existing as a corporation and is in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification it is requiredchartered, whether by reason of the ownership organized or leasing of property or the conduct of businessformed, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change. Except as described in All the Prospectus, all outstanding shares of capital stock of the issued Company and outstanding capital stock or other equity interests of the subsidiaries each Significant Subsidiary have been duly authorized and validly issued, issued and are fully paid and nonassessable nonassessable, and, except as otherwise set forth in the Disclosure Package and the Prospectus, all outstanding shares of capital stock of the Significant Subsidiaries that are owned by the Company are owned either directly or through wholly owned subsidiaries free and clear of any security interest, mortgageclaim, pledge, lien, encumbrance lien or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearencumbrance.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its Subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation, as applicable, and has corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its obligations under this Agreement. Each subsidiary each of the Company has been duly organized and Transaction Documents to which it is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectusparty. Each of the Company and the subsidiaries each Subsidiary is duly qualified as a foreign corporation or foreign partnership limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests ownership interest of the subsidiaries have each Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and are is owned by the Company directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as disclosed in the Offering Memorandum. The Company does not own or control, directly or indirectly, a majority of the total voting power of any corporation, association or other entity other than (i) the subsidiaries Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2020 and other than (iii) those subsidiaries the Subsidiaries that, when considered in the aggregate as Executed a single subsidiary, would not required to be listed on Exhibit 21.1 by Item 601 constitute a “significant subsidiary” under Rule 1-02(w) of Regulation S-K X under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day as of the most recently ended fiscal yearend of the year covered by such Annual Report.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2012 and (ii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary Chiasma (Israel) Ltd. and Chiasma Securities Corp are the Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (the “Significant Subsidiaries”). Each of the Significant Subsidiaries has been duly organized and is validly existing as a corporation limited company or corporation, as applicable, in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests membership interests, as the case may be, of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable nonassessable, and all of the shares of capital stock or membership interests, as the case may be, that are owned by the Company Company, directly or through subsidiaries, are free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Except for Great Lakes Dredge & Dock do Brasil Ltda., the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearDecember 31, 2008.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction each of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests of the subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company Company, directly or through subsidiaries. Except as provided in the Revolving Credit Agreement, dated as of July 23, 2004, among certain subsidiaries of the Company, Fleet National Bank, as Administrative Agent, Banc of America Securities LLC, as Lead Arranger, and other lender parties, (the “Credit Agreement”) the outstanding capital stock of each of the Company’s subsidiaries is free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year December 25, 2004, and other than the only significant subsidiaries of the Company (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K as such term is defined in Rule 405 under the Exchange Act Securities Act) are XxXxxxxxx & Xxxxxxx Acquisition Corp. II, XxXxxxxxx & Xxxxxxx Acquisition Corp. and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.XxXxxxxxx & Xxxxxxx Restaurant Corp.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Prospectus and case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of , except where the Company has been duly organized and is validly existing as a corporation failure to be in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority would not reasonably be expected to own, lease and operate its properties and to conduct its business as described result in the Prospectusa Material Adverse Change. Each of the Company and the subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity or ownership interests of the subsidiaries each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Time of Sale Prospectus are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim except as would not reasonably be expected to result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2009, (ii) the subsidiaries resulting from the completion of the acquisition disclosed in the Company’s Current Report on Form 8-K filed with the Commission on March 31, 2010, and (iii) such other than (ientities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity, as the case may be, in good standing under the laws of the State jurisdiction of Delaware its incorporation or formation, and each has corporate corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries each Significant Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or foreign partnership other legal entity to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and and, except in the case of subsidiaries set forth on Exhibit D hereto, are owned by the Company Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not which is required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearso listed.