Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Company was formed on April 12, 2005. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly or indirectly own any security or beneficial ownership interest, in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of Parent the Company and each of its subsidiaries Subsidiaries is a corporation corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is incorporated or organized and has the requisite corporate corporate, partnership, limited liability company or other organizational power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the own its properties it purports to own, operate or lease and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership or lease of property or the nature of the business conducted or proposed to be conducted by the Company and its Subsidiaries will make such qualification necessary, except where to the extent that the failure to be so organized, existing and qualified or be in good standing could not have and could not be, individually or to have such powerin the aggregate, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below3(a), Parent does not directly the Company holds all right, title and interest in and to 100% of the capital stock, equity or indirectly own similar interests of each of its Subsidiaries, in each case, free and clear of any Liens, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent other Person. All of the outstanding shares of capital stock of such companyeach Subsidiary have been duly authorized and validly issued, and are fully paid and nonassessable.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Company Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary subsidiary, the authorized capitalization of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 2.1 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company has invested or is required to invest $3,000,000 100,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each subsidiary of its subsidiaries the Company (a "Subsidiary") is a corporation or partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such powerpower and authority would not, authority and Approvals would not reasonably be expected to individually or in the aggregate, have a Material Adverse EffectEffect (as defined below). Each of Parent The Company and its subsidiaries each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any change or effect that, when taken together with all other adverse changes and effects, is or is reasonably likely to be materially adverse to the business, operations, assets, or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole. A true and complete list of all of Parent's subsidiariesthe Subsidiaries, together with the jurisdiction of incorporation of each subsidiary Subsidiary, and the percentage of each subsidiary's the outstanding capital stock of each Subsidiary owned by Parent or another subsidiarythe Company and each other Subsidiary, is set forth in Section 2.01 3.01 of Parent the Disclosure Schedule (which Section may be provided to delivered concurrently with the execution and delivery of this Agreement by the Company no later than five to Parent (5) business days after the date hereof"Disclosure Schedule"). Except as set forth disclosed in such Section 2.01 3.01 of Parent the Disclosure Schedule or Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor or have voting rights with respect to, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, other than indirect equity and similar interests held for investment which are not, in the aggregate, material to the Company. Except as set forth in Section 3.01 of the Disclosure Schedule, there are not now, and on the Tender Offer Acceptance Date there will not be, any voting trusts or other agreements or understandings to which the Company or any Subsidiary is a party or is bound with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent the voting of the outstanding capital stock of such companythe Company. No Subsidiary is material to the business, operations or condition (financial or otherwise) of the Company or has any material assets or liabilities.

Organization and Qualification; Subsidiaries. Each of Parent -------------------------------------------- the Company and each of its subsidiaries Subsidiaries (defined below in this Section 4.1) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") any necessary governmental authority to own, operate or lease and operate the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that failure which, when taken together with all other such failures, would not reasonably be expected to have a Material Adverse Effect (as defined below in this Section 4.1). The term "Subsidiary" ---------- means any corporation or other legal entity of which the Company or, if the context requires, the Surviving Corporation (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. The term "Material Adverse Effect" means any ----------------------- change in or effect on the business of the Company or any of the Subsidiaries that is reasonably likely to be materially adverse to the business, operations, properties (including intangible properties), condition (financial or otherwise), assets, liabilities or regulatory status of the Company and the Subsidiaries taken as a whole. A true and complete list of all of Parent's subsidiariesthe Subsidiaries, together with the jurisdiction of incorporation of each subsidiary Subsidiary and the percentage of each subsidiarySubsidiary's outstanding capital stock owned by Parent the Company or another subsidiarySubsidiary, is set forth in Section 2.01 4.1 of Parent Disclosure Schedule (which Section may be provided the disclosure memorandum separately delivered by the Company to the Parent in connection herewith (the "Company no later than five (5) business days after the date hereofDisclosure Schedule"). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.---------------------------

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation in which it is organized and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted. Each of Parent and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so organized, existing qualified or licensed (individually or in the aggregate) has not had and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Parent Material Adverse Effect. Each The Parent Disclosure Memorandum lists each Subsidiary of Parent. Parent has delivered to the Company complete and correct copies of its certificate of incorporation and by-laws and the articles or certificates of incorporation and by-laws (or comparable charter documents) of its Subsidiaries, in each case as amended to the date hereof. Parent has made available to the Company complete and accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of Parent, the Board of Directors of Parent and the committees of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standingBoard of Directors, in each jurisdiction where case held since January 1, 2003 and as of the character date hereof. All of its properties ownedthe outstanding shares of capital stock or other ownership interests of each Subsidiary of Parent have been validly issued and are fully paid and nonassessable and owned by Parent, leased by another Subsidiary of Parent or operated by it Parent and another such Subsidiary, free and clear of Liens, and free of any restriction on the right to vote, sell or the nature otherwise dispose of its activities makes such qualification capital stock or licensing necessaryother ownership interests, except for such failures restrictions imposed by applicable securities Laws. There are no outstanding (i) securities of Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other ownership interests in any Subsidiary of Parent or (ii) options or other rights to be so duly qualified acquire from Parent or licensed and in good standing that would not reasonably be expected any of its Subsidiaries, or other obligation of Parent or any of its Subsidiaries to have a Material Adverse Effect. A true and complete list of all issue, any capital stock or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other ownership interests in, any Subsidiary of Parent's subsidiaries, together with the jurisdiction . Except for ownership of incorporation of each subsidiary less than 1% in any publicly traded company and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 other ownership interests of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below)its Subsidiaries, Parent does not own, directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forindirectly, any equity capital stock or similar other ownership interest in, in any corporation, partnership, joint venture or other business association or entity, with respect to which interest . No Subsidiary of Parent has invested or is required to invest $3,000,000 or more, excluding securities in owns any publicly traded company held for investment by shares of Parent and comprising less than five percent of the outstanding stock of such companyCommon Stock.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary subsidiary, the authorized capitalization of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 2.1 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 2.1 of Parent the Company Disclosure Schedule or Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company or any of its subsidiaries has invested or is required to invest $3,000,000 50,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.. Section 2.2

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation in which it is organized and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so organized, existing qualified or licensed (individually or in the aggregate) has not had and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Company Material Adverse Effect. Each The term “Subsidiary”, with respect to any Person, means any corporation or other legal entity of which such Person Controls (either alone or through or together with any other Subsidiary), directly or indirectly, more than 50% of the capital stock or other ownership interests the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such corporation or other legal entity. The Company Disclosure Memorandum lists each Subsidiary of the Company. The Company has delivered to Parent complete and correct copies of its subsidiaries is duly qualified articles of incorporation and by-laws and the articles or licensed as a foreign corporation to do business, certificates of incorporation and is in good standingby-laws (or comparable charter documents) of its Subsidiaries, in each jurisdiction where case as amended to the character date hereof. The Company has made available to Parent complete and accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company, the Board of Directors of the Company and the committees of its properties ownedBoard of Directors, leased in each case held since January 1, 2003 and as of the date hereof. All of the outstanding shares of capital stock or operated other ownership interests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable and owned by it the Company, by another Subsidiary of the Company or by the Company and another such Subsidiary, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), and free of its activities makes any restriction on the right to vote, sell or otherwise dispose of such qualification capital stock or licensing necessaryother ownership interests, except for such failures to be so duly qualified restrictions imposed by applicable securities Laws. There are no outstanding (i) securities of the Company or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list any of all its Subsidiaries convertible into or exchangeable for shares of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth other ownership interests in Section 2.01 any Subsidiary of Parent Disclosure Schedule (which Section may be provided to the Company no later than five or (5ii) business days after options or other rights to acquire from the date hereof). Except as set forth in Section 2.01 Company or any of Parent Disclosure Schedule its Subsidiaries, or other obligation of the Parent SEC Reports (as defined below)Company or any of its Subsidiaries to issue, Parent does not directly any capital stock or indirectly own any equity or similar interest other ownership interests in, or any interest securities convertible into or exchangeable for any capital stock or exercisable forother ownership interests in, any equity Subsidiary of the Company. Except for ownership of less than 1% in any publicly traded company and the capital stock or similar other ownership interests of its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in, in any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent . No Subsidiary of the outstanding stock Company owns any shares of such companyCompany Common Stock.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Parent Material Adverse Effect. A true and complete list as of the date hereof of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 3.1 of the Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Schedule. Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, 22- any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 200,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding capital stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the -------------------------------------------- Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power and authority and Approvals would not reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), financial condition, prospects or results of operations of the Company and its subsidiaries taken as a whole or on the ability of the Company to perform its obligations under this Agreement (a "Material Adverse Effect"). Each of Parent the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 4.1 of Parent Disclosure Schedule (which Section may be provided to the written disclosure schedule previously delivered by the Company no later than five to Parent (5) business days after the date hereof"Disclosure Schedule"). Except as set forth in Section 2.01 4.1 of Parent the Disclosure Schedule or the Parent SEC Reports (as defined below), Parent the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company has invested or is required to invest $3,000,000 100,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, as the case may be, and has the requisite corporate or other power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted or is proposed to be conducted, except where the failure to be so organized, existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation or other organization, as the case may be, to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's "significant" subsidiaries, as defined in Regulation S-X, is included as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (the "Company Significant Subsidiaries"). The Company has furnished to Parent a list of all subsidiaries of the Company together with the jurisdiction of incorporation or organization of each such subsidiary and the percentage of each such subsidiary's outstanding capital stock or other equity interest owned by Parent the Company or another subsidiary, is set forth subsidiary of the Company in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the written disclosure schedule delivered by the Company no later than five to Parent (5) business days after the date hereof"Company Disclosure Schedule"). Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or Schedule, neither the Parent SEC Reports (as defined below), Parent does not Company nor any of its subsidiaries directly or indirectly own owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityentity (other than its wholly owned subsidiaries), in each case with respect to which interest Parent the Company or a subsidiary, individually or in the aggregate, has invested (and currently owns) or is required to invest $3,000,000 2,000,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five one percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Company was formed on April 22, 2002. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly own any security or beneficial ownership interest, in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of Parent the Company and each of its subsidiaries Subsidiaries is a corporation corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is incorporated or organized and has the requisite corporate corporate, partnership, limited liability company or other organizational power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the own its properties it purports to own, operate or lease and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted or proposed to be conducted by the Company and its Subsidiaries will make such qualification necessary, except where to the extent that the failure to be so organized, existing and qualified or be in good standing could not have and could not be, individually or to have such powerin the aggregate, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 Schedule 3(a), the Company holds all right, title and interest in and to 100% of Parent Disclosure Schedule the capital stock, equity or the Parent SEC Reports similar interests of each of its Subsidiaries, in each case, free and clear of any Liens (as defined below), Parent does not directly including any restriction on the use, voting, transfer, receipt of income or indirectly own other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such companyother Person.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each subsidiary of its subsidiaries the Company (a "Subsidiary") is a corporation an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the requisite power (corporate power or otherwise) and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such powerpower and authority would not, authority and Approvals would not individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect. Each of Parent The Company and its subsidiaries each Subsidiary is duly qualified or licensed as a foreign corporation (or other business entity) to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures any failure to be so duly qualified or licensed and in good standing that would not not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect. A true and complete list of all of Parent's subsidiariesthe Subsidiaries, together with the jurisdiction of incorporation or formation of each subsidiary Subsidiary, the ownership of the outstanding capital stock or other equity interests of such Subsidiary and the percentage of each subsidiary's the outstanding capital stock or other equity interests of each Subsidiary owned by Parent or another subsidiarythe Company and each other Subsidiary, is set forth in Section 2.01 Schedule 3.01 of Parent the separate Disclosure Schedule (which Section may be provided to previously delivered by the Company no later than five to Parent (5) business days after the date hereof"Company Disclosure Schedule"). Except as set forth disclosed in Section 2.01 of Parent Disclosure such Schedule or 3.01, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The Company wholly owns, directly or indirectly, and has full voting and disposition power over all of the equity interests of each of its Subsidiaries. No stock appreciation rights, phantom stock, profit participation or other similar rights with respect to which interest Parent has invested any Subsidiary or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding capital stock of such companyany Subsidiary are authorized or outstanding.

Organization and Qualification; Subsidiaries. (a) Each of Parent Company, its domestic subsidiaries and each its foreign subsidiaries incorporated under the laws of its subsidiaries Canada or Mexico (the "COMPANY DESIGNATED FOREIGN SUBSIDIARIES") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Company has delivered to Parent a complete and correct list of all of Company's direct and indirect subsidiaries as of the date of this Agreement, indicating the jurisdiction of organization of each subsidiary and Company's equity interest therein. Each of Company, its domestic subsidiaries and each of the Company Designated Foreign Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals approvals, variances, exemptions and orders ("ApprovalsAPPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business and the business of its subsidiaries as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse EffectEffect on Company. Each of Parent Company, its domestic subsidiaries and its subsidiaries each of the Company Designated Foreign Subsidiaries is in compliance with the terms of the Approvals and is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, either individually or in the aggregate, have a Material Adverse EffectEffect on Company. A true and complete list of all of Parent's Other than wholly owned subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any material equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business business, association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. A complete and correct list of all of Parent's direct and indirect subsidiaries and their respective jurisdictions of organization is attached as Exhibit 21.1 to Parent's Annual Report on Form 10-K for the year ended December 31, 2000 ("Exhibit 21.1") as filed with the SEC and there have been no material changes to Parent's interest in such subsidiaries since December 31, 2000. Each of Parent and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse EffectEffect on Parent. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, either individually or in the aggregate, have a Material Adverse EffectEffect on Parent. A true Other than Merger Sub and complete list of all of Parent's subsidiaries, together with those entities listed on Exhibit 21.1 or in the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below)Letter, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business business, association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Each of Parent Parent, Merger Sub and each of its subsidiaries Partnership Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation in which it is organized and has the requisite corporate power or other power, as the case may be, and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on conduct its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent Parent, Merger Sub and its subsidiaries Partnership Merger Sub is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing (with respect to jurisdictions which recognize such concept) in each jurisdiction where the character of its properties owned, leased or operated by it or in which the nature of its activities business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for such failures those jurisdictions where the failure to be so duly qualified or licensed and or to be in good standing that would not reasonably be expected to have a have, individually or in the aggregate, Parent Material Adverse Effect. A Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete list copies of all any amendments to the Parent Governing Documents not filed as of Parent's subsidiaries, together the date hereof with the jurisdiction SEC and is in compliance with the terms of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent Governing Documents in all material respects. Merger Sub has delivered to or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided made available to the Company no later than five (5) business days after Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Merger Sub Governing Documents not filed as of the date hereof). Except as set forth hereof with the SEC and is in Section 2.01 of Parent Disclosure Schedule or compliance with the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent terms of the outstanding stock Merger Sub Governing Documents in all material respects. Partnership Merger Sub has delivered to or made available to the Company, prior to the execution of such companythis Agreement, true and complete copies of any amendments to the Partnership Merger Sub Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the Partnership Merger Sub Governing Documents in all material respects.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the laws of the jurisdiction of its incorporation organization and has the requisite corporate or other power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all subsidiaries of Parent's subsidiaries, the Company together with the jurisdiction of incorporation organization of each such subsidiary and the percentage of each such subsidiary's outstanding capital stock owned by Parent the Company or another subsidiarysubsidiary of the Company (in the case of any non-U.S. subsidiaries, without giving effect to any qualifying share ownerships of less than 1%) is set forth contained in Section 2.01 3.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 3.01 of Parent the Company Disclosure Schedule or Schedule, neither the Parent SEC Reports (as defined below), Parent does not Company nor any of its subsidiaries directly or indirectly own owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityentity (other than its wholly-owned subsidiaries), with respect to which interest Parent securities the Company or a subsidiary has invested (and currently owns) or is required to invest $3,000,000 10,000,000 or more, excluding securities in any publicly publicly-traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such companycompany acquired in the ordinary course of business and consistent with past practice.

Organization and Qualification; Subsidiaries. Each of Parent and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse EffectEffect (as defined in Section 8.03). Each of Parent and each of its significant subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 3.01 of the disclosure schedule prepared by Parent Disclosure Schedule (which Section may be provided and delivered to the Company no later than five in connection with the execution of this Agreement (5) business days after the date hereof"Parent Disclosure Schedule"). Except as set forth in Section 2.01 3.01 of the Parent Disclosure Schedule or the Parent SEC Reports (as defined belowin Section 3.07), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 1,000,000 or more, excluding securities shares of Company Common Stock and the equity interest in any publicly traded company Casa Ley X.X. xx C.V. and the limited partnership interests in SSI Equity Associates L.P. held for investment by Parent and comprising less than five percent or any direct or indirect subsidiary of the outstanding stock of such companyParent.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each Subsidiary of its subsidiaries the Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, necessary governmental approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and Approvals governmental approvals would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse EffectEffect (as defined below). Each of Parent The Company and its subsidiaries each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any effect that is or is reasonably likely to be materially adverse to the business, operations, condition or assets (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole. A true and complete list of all of Parent's subsidiariesthe Subsidiaries, together with the jurisdiction of incorporation of each subsidiary Subsidiary and the percentage of each subsidiary's the outstanding capital stock of each Subsidiary owned by Parent or another subsidiarythe Company and each other Subsidiary, is set forth in Section 2.01 5.1 of Parent the Disclosure Schedule (Schedule, which Section may be provided has been delivered prior to the date of this Agreement by the Company no later than five to the Investors and which is attached hereto (5) business days after the date hereof"Disclosure Schedule"). Except as set forth disclosed in Section 2.01 of Parent Disclosure Schedule or such Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware. Each of the Company’s Subsidiaries is duly incorporated or formed, as the case may be, validly existing and in good standing under the Laws of the jurisdiction of its incorporation organization or formation (as the case may be). The Company and each of its Subsidiaries has the requisite corporate and limited liability power (as the case may be) and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or in which the nature of its activities business or the properties owned, operated or leased by it makes such qualification qualification, licensing or licensing good standing necessary, except for where the failure to have such failures power or authority, or the failure to be so duly qualified qualified, licensed or licensed and in good standing that standing, would not reasonably be expected to have a Company Material Adverse Effect. A true and complete list of all of Parent's subsidiariesthe Company’s Subsidiaries as of the date hereof, together with the jurisdiction of incorporation or formation of each subsidiary such Subsidiary and the percentage of each subsidiary's the outstanding capital stock or other equity interest of each such Subsidiary owned by Parent or another subsidiary, Company and each other Company Subsidiary as of such date is set forth in on Section 2.01 4.1 of Parent the Company’s Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Letter. Except as set forth in Section 2.01 4.1 of Parent the Company’s Disclosure Schedule or Letter, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company other than indirect equity and similar interests held for investment by Parent and comprising less than five percent of which are not, individual or in the outstanding stock of such companyaggregate, material to the Company.

Organization and Qualification; Subsidiaries. (a) Each of Parent Parent, its domestic subsidiaries and each its foreign subsidiaries incorporated under the laws of its subsidiaries Canada or Sweden (the "PARENT DESIGNATED FOREIGN SUBSIDIARIES") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Parent has delivered to Company a complete and correct list of all of Parent's direct and indirect subsidiaries as of the date of this Agreement, indicating the jurisdiction of organization of each subsidiary and Parent's equity interest therein. Each of Parent, its domestic subsidiaries and each of the Parent Designated Foreign Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business and the business of its subsidiaries as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse EffectEffect on Parent. Each of Parent, its domestic subsidiaries and each of the Parent Designated Foreign Subsidiaries is in compliance with the terms of the Approvals and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, either individually or in the aggregate, have a Material Adverse EffectEffect on Parent. A true and complete list of all of Parent's Other than wholly owned subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any material equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business business, association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of (a) Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Maryland and has the requisite corporate organizational power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and, to the extent applicable, operate its properties and operate to carry on its business as it is now being conducted. Parent OP is a limited liability company, validly existing and in good standing under the properties it purports laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate or lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or for such failures to have such powerpower and authority that would not, authority and Approvals would not individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Each Parent Merger Sub is a limited liability company, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent OP Merger Sub is a limited liability company, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its subsidiaries properties and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is duly qualified or licensed to do business as a foreign corporation to do businesscorporation, and is in good standing, in each jurisdiction where the character of its the properties owned, operated or leased or operated by it or the nature of its activities business makes such qualification qualification, licensing or licensing good standing necessary, except for such failures to be so duly qualified qualified, licensed or licensed and in good standing that would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("ApprovalsAPPROVALS") necessary to own, lease and operate the properties 9- it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Company Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. A true and complete list as of the date hereof of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary subsidiary, the authorized capitalization of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 2.1 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company has invested or is required to invest $3,000,000 200,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 3.1 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 3.1 of Parent the Company Disclosure Schedule or Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company or any of its subsidiaries has invested or is required to invest $3,000,000 500,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries Significant Subsidiaries is a corporation or other entity duly organized, validly existing and and, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Parent and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse EffectEffect (as defined below). Each of Parent and its subsidiaries is is, as applicable, duly qualified or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, either individually or in the aggregate, have a Material Adverse Effect. A true and complete list When used in this Article 4 or elsewhere in connection with Parent or any of all of Parent's its subsidiaries, together with the jurisdiction term "Material Adverse Effect" means any change, event or effect that is materially adverse to the business, financial condition or results of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 operations of Parent Disclosure Schedule and its subsidiaries (which Section may be provided to including USANi LLC, a Delaware limited liability company) taken as a whole, excluding changes in general economic conditions in the Company no later economy as a whole. Other than five (5) business days after the date hereof). Except wholly owned subsidiaries and except as set forth disclosed in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined belowin Section 4.7(a)) or Section 5.3 of the Parent Disclosure Letter, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business business, association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would could not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary subsidiary, the authorized capitalization of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 2.1 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 2.1 of Parent the Company Disclosure Schedule or Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company has invested or is required to invest $3,000,000 100,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent Buyer and each of its subsidiaries Merger Subsidiary is a limited partnership or corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, necessary governmental approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and Approvals governmental approvals would not reasonably be expected to not, individually or in the aggregate, have a Buyer Material Adverse EffectEffect (as defined below). Each of Parent Buyer and its subsidiaries Merger Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, individually or in the aggregate, have a Buyer Material Adverse Effect. A true The term “Buyer Material Adverse Effect” means any change, condition, circumstance or effect that is, or is reasonably likely to be, materially adverse to the assets and complete list liabilities (taken together), business, financial condition or results of all operations of Parent's the Buyer, Merger Subsidiary and each of Buyer’s other subsidiaries, together taken as a whole (other than changes, conditions, circumstances or effects that are the result of (i) economic factors affecting the economy or financial markets as a whole or generally affecting any of the industries and markets in which Buyer, Merger Subsidiary or any of Buyer’s other subsidiaries operates, (ii) natural disasters, acts of war, sabotage or terrorism, military actions or the escalation thereof, (iii) any change in applicable laws, rules or regulations or accounting rules or (iv) actions contemplated by the parties in connection with this Agreement or the jurisdiction announcement or performance of incorporation of each subsidiary and this Agreement, except that the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is exclusions set forth in Section 2.01 of Parent Disclosure Schedule clauses (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined belowi), Parent does (ii) and (iii) shall only be effective if the Buyer, Merger Subsidiary or Buyer’s other subsidiaries are not directly substantially, disproportionately impacted in financial terms by such events when compared to other companies in the industries in which the Buyer, Merger Subsidiary or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or Buyer’s other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such companysubsidiaries operate).

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("ApprovalsAPPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 3.01 of Parent Disclosure Schedule (which Section may be provided to the written disclosure schedule previously delivered by the Company no later than five to Parent (5) business days after the date hereof"COMPANY DISCLOSURE SCHEDULE"). Except as set forth in Section 2.01 3.01 of Parent the Company Disclosure Schedule or Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company. SECTION 3.02.

Organization and Qualification; Subsidiaries. Each The Company is duly incorporated, validly existing and in good standing under the laws of Parent the state of Nevada, with the corporate power and each authority to conduct its business as currently conducted or proposed to be conducted as disclosed in the SEC Documents. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its subsidiaries the business conducted by it or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, the Company does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than (i) the Subsidiary listed in Exhibit 21.00 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and (ii) such other entities omitted from Exhibit 21.00 which, when such omitted entities are considered in the aggregate as a single entity, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X. The Company owns, directly or indirectly, all of the capital stock or comparable equity interests of the Subsidiary free and clear of any and all liens or other encumbrances, and all the issued and outstanding shares of capital stock or comparable equity interest of the Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its incorporation and has Delaware, with the requisite corporate power and authority to conduct its business as currently conducted or proposed to be conducted as disclosed in the SEC Documents. The Subsidiary is duly qualified to do business and is in possession good standing in every jurisdiction in which the nature of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties business conducted by it purports to own, operate or lease and to carry on its business as property owned by it is now being conductedmakes such qualification necessary, except where the failure to be so organized, existing and qualified or in good standing or to have such powerstanding, authority and Approvals as the case may be, would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries Subsidiaries is a corporation corporation, limited liability company or other entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate entity power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on conduct its business as it is now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and (to the extent applicable) is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and (to the extent applicable) in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent true, complete and correct copies of (a) the Company’s amended and restated certificate of incorporation (as amended, the “Company Charter”), Certificate of Designations of Series A true Preferred Stock and Certificate of Designations of Series B Preferred Stock (in each case, as amended, and collectively, the “Company Certificates of Designations”) and amended and restated bylaws (as amended, the “Company Bylaws”) and (b) the certificate of incorporation and bylaws or other organizational or constitutive documents or governing instruments of each of the Subsidiaries of the Company, in each case as currently in effect. The Company is not in violation of any of the provisions of the Company Charter, Company Certificates of Designations, or the Company Bylaws and no Subsidiary of the Company is in violation of any of the provisions of its organizational or constitutive documents or governing instruments. Section 4.1 of the Company Disclosure Letter sets forth a complete and correct list of all each Subsidiary of Parent's subsidiaries, together with the Company and its jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such companyorganization.

Organization and Qualification; Subsidiaries. Each of Parent TARGET and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and incorporation, has all the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease its property and to carry on its business as it is now being conducted, and is duly qualified to do business and in good standing in each jurisdiction in which such qualification is required by virtue of the nature of the activities conducted by it or the ownership or leasing of its properties or assets, except where to the extent that the failure to be so organized, existing qualified and in good standing or to have such power, authority and Approvals would is not reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse EffectEffect (as hereinafter defined) on TARGET. Each of Parent and its subsidiaries is duly qualified or licensed as Schedule 2.01 ------------- contains a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with TARGET subsidiaries and the jurisdiction of incorporation of each subsidiary and subsidiary. TARGET owns, directly or indirectly through one or more subsidiaries, 100% of the percentage capital stock of each subsidiary's outstanding of its subsidiaries and there are no securities exchangeable into or exercisable for any capital stock owned by Parent of any such subsidiary issued, reserved for issuance or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)outstanding. Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below)2.01, Parent TARGET does not directly or ------------- indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. TARGET has delivered or made available to PARENT a true and correct copy of the Articles of Organization and By-Laws of TARGET and similar governing instruments of each of its subsidiaries, with respect each as amended to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent the date hereof. All of the outstanding shares of capital stock of, or other equity interests in, each subsidiary of such companyTARGET have been validly issued, are fully paid and nonassessable and are owned by TARGET or a wholly-owned subsidiary of TARGET free and clear of all claims, liens, charges, mortgages, encumbrances, pledges, security interests or other restrictions of any kind or nature whatsoever ("Liens"). In this ----- Agreement, the term "Material Adverse Effect" used in reference to TARGET or any ----------------------- of its subsidiaries means any event, change or effect, that is or is reasonably likely to become materially adverse to the financial condition, assets, liabilities, results of operations or business of TARGET and its subsidiaries, taken as a whole, other than any event, change or effect relating principally to (i) decreases in the market price of TARGET Common Stock, (ii) changes resulting from changes in general economic conditions, (iii) changes in the industry in which TARGET operates (including legal and regulatory changes) and not specifically relating to TARGET, (iv) any monetary damages directly resulting from the pending litigation between TARGET and Arthrex, Inc., (v) any injunctions prohibiting the sale of the COR(R) System or the Slingshot(R) System resulting from the Arthrex litigation or (vi) changes that are a direct result of the announcement or pending status of the Merger (including, without limitation, any reduction or termination of orders received by TARGET employees, distributors or resellers or the cessation of employment by TARGET employees or termination of TARGET distributors, in each case, to the extent directly resulting from the announcement or pending status of the Merger).

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries and Affiliated Entities is a corporation legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing under the laws Laws of the its respective jurisdiction of its incorporation organization and has the all requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and assets and to carry on its business as it presently conducted and is now being conductedqualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or present conduct of its business requires such qualification, except in each case where the failure to be so organized, existing and existing, qualified or, to the extent such concept is applicable, in good standing standing, or to have such powerpower or authority, authority and Approvals would not not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse EffectEffect or (ii) prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement. Each For purposes of Parent this Agreement, “Affiliated Entities” means any affiliated entity of the Company or its subsidiaries, including any professional corporation, partnership or association, the results of which are consolidated with those of the Company in the Company’s consolidated financial statements prepared in accordance with GAAP. Section 3.1 of the Company Disclosure Letter sets forth (x) each of the Company’s subsidiaries and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, Affiliated Entities and is in good standing, the ownership interest of the Company in each jurisdiction where such subsidiary and Affiliated Entity, as well as the character ownership interest of its properties owned, leased any other Person or operated by it or the nature of its activities makes Persons in each such qualification or licensing necessary, except for such failures to be so duly qualified or licensed subsidiary and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true Affiliated Entity and complete list of all of Parent's subsidiaries, together with (y) the jurisdiction of incorporation organization of each such subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Affiliated Entity. Except as set forth on Section 3.1 of the Company Disclosure Letter and except for securities held by the Company in Section 2.01 connection with its ordinary course treasury investment activities, neither the Company nor any of Parent Disclosure Schedule its subsidiaries or the Parent SEC Reports (as defined below)Affiliated Entities owns, Parent does not directly or indirectly own indirectly, any capital stock or voting securities of, or other equity interests in, or has any direct or indirect equity participation or similar interest in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity or similar interest interests in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such companyPerson.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate or other power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's "significant" subsidiaries, as defined in Regulation S-X, is included as an exhibit to the Company's 1998 Annual Report on Form 10-K (the "COMPANY SIGNIFICANT SUBSIDIARIES"). The Company has furnished to Parent a list of all subsidiaries of the Company together with the jurisdiction of incorporation or organization of each such subsidiary and the percentage of each such subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth subsidiary of the Company in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the written disclosure schedule previously delivered by the Company no later than five to Parent (5) business days after the date hereof"COMPANY DISCLOSURE SCHEDULE"). Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or the Parent Company SEC Reports (as defined in Section 2.07 below), Parent does not neither the Company nor any of its subsidiaries directly or indirectly own owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityentity (other than its wholly-owned subsidiaries), with respect to which interest Parent the Company or a subsidiary has invested (and currently owns) or is required to invest $3,000,000 2,000,000 or more, excluding securities in any publicly publicly-traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse EffectEffect (as defined in Section 8.03). Each of Parent and each of its significant subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 3.01 of the disclosure schedule prepared by Parent Disclosure Schedule (which Section may be provided and delivered to the Company no later than five in connection with the execution of this Agreement (5) business days after the date hereof"Parent Disclosure Schedule"). Except as set forth in Section 2.01 3.01 of the Parent Disclosure Schedule or the Parent SEC Reports (as defined belowin Section 3.07), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 1,000,000 or more, excluding securities shares of Company Common Stock and the equity interest in any publicly traded company Casa Ley S.A. de C.V. and the limited partnership interests in SSI Equity Axxxxxxxxs L.P. held for investment by Parent and comprising less than five percent or any direct or indirect subsidiary of the outstanding stock of such companyParent.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries (a) The Company is a corporation duly incorporated and validly existing under the Laws of the State of North Carolina. The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing (where applicable as a legal concept) as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where applicable as a legal concept) under the laws Laws of the jurisdiction of its incorporation organization and has the all requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and assets and to carry on its business as it presently conducted and is now being conductedqualified to do business and is in good standing (where applicable as a legal concept) as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the any failure to be so organized, existing and existing, in good standing or qualified, or to have such powerpower or authority would not, authority and Approvals would not individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction The Company’s articles of incorporation and bylaws as filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval system as of each subsidiary the date hereof are true, complete and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiarycorrect copies. The Company has made available to Parent, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided prior to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest intrue, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent complete and comprising less than five percent correct copies of the outstanding stock articles of incorporation and bylaws (or equivalent organizational and governing documents) of each Subsidiary of the Company, each as amended through the date hereof. The Company and its Subsidiaries are not in material violation of any provision of such companyorganizational or governing documents.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation Delaware, and has the requisite corporate power and authority to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted. Each of the Company’s Subsidiaries is an entity duly organized, validly existing and in possession good standing (with respect to jurisdictions that recognize that concept) under the Laws of all franchisesthe jurisdiction of its organization, grantsand has the requisite corporate, authorizations, licenses, permits, easements, consents, certificates, approvals limited liability company or similar organizational power and orders ("Approvals") necessary authority to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. Each of Parent the Company and each of its subsidiaries Subsidiaries is duly qualified or licensed as a foreign corporation entity to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. A true and complete list of all of Parent's subsidiariesthe Company’s Subsidiaries, together with the jurisdiction of incorporation organization of each subsidiary Subsidiary and the percentage of each subsidiary's Subsidiary’s outstanding capital stock or ownership interests owned by Parent the Company or another subsidiarySubsidiary, is set forth in Section 2.01 4.1 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 4.1 of Parent the Company Disclosure Schedule or Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent 2% of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Acquired Corporation and each of its subsidiaries Subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, lease or operate or lease and to carry on its business as it is now being conducted, except where the failure conducted or presently proposed to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effectconducted. Each of Parent the Acquired Corporation and its subsidiaries Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not reasonably be expected to have a an Acquired Corporation Material Adverse Effect. A true true, complete and complete correct list of all of Parent's subsidiariesthe Acquired Corporation’s Subsidiaries, together with the jurisdiction of incorporation of each subsidiary Subsidiary, the authorized capitalization of each Subsidiary, and the percentage of each subsidiary's Subsidiary’s outstanding capital stock owned by Parent the Acquired Corporation or another subsidiarySubsidiary or affiliate of the Acquired Corporation (excluding nominal qualifying directors’ share ownership information relating to the Acquired Corporation’s Subsidiaries), is set forth in Section 2.01 4.1 of Parent the Acquired Corporation Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Schedule. Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent The Acquired Corporation does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or moreother than a Subsidiary disclosed in such Section 4.1, excluding securities in any publicly traded company held for investment by Parent the Acquired Corporation and comprising less than five one percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's "significant" subsidiaries, as defined in Regulation S-X, is included as an exhibit to the Company's 1997 Annual Report on Form 10-K. The Company will furnish to Parent a list of all subsidiaries of the Company together with the jurisdiction of incorporation of each such subsidiary and the percentage of each such subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 of Parent subsidiary on a supplement to the Company Disclosure Schedule (which Section may as defined below) to be provided delivered to the Company no Parent not later than five (5) business 14 days after from the date hereofof this Agreement (the "Supplemental Company Disclosure Schedule"). Except as set forth in Section 2.01 of the written disclosure schedule previously delivered by the Company to Parent (the "Company Disclosure Schedule Schedule") or the Parent Company SEC Reports (as defined in Section 2.07 below), Parent the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company has invested or is required to invest $3,000,000 5,000,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (i) Each of Parent STB and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of STB and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("ApprovalsAPPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse EffectEffect (as defined below). Each of Parent STB and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, either individually or in the aggregate, have a Material Adverse Effect. A true and complete list When used in connection with STB or any of all of Parent's its subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent term "MATERIAL ADVERSE EFFECT" means any change, event or another subsidiary, effect that is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided materially adverse to the Company no later business, assets (including intangible assets), liabilities, financial condition or results of operations of STB and its subsidiaries taken as a whole; provided, however, that a "Material Adverse Effect" shall not include any (i) adverse effect on the results of operations or financial condition of STB that is attributable to the transactions or resulting business enterprise contemplated by this Agreement, including, without limitation, delay of, reduction in, or cancellation or change in the terms of product orders by customers of STB or an increase in the price of, a delay of, reduction in or cancellation of or change in terms with respect to products or components supplied by, or any deterioration in or termination of a relationship by, vendors of STB, (ii) change arising out of conditions in or affecting the industries in which the parties to this Agreement compete or (iii) decline in STB's stock price. Other than five (5) business days wholly-owned subsidiaries and except as permitted after the date hereof). Except as set forth of this Agreement under Section 5.2 of this Agreement and except with respect to investments of less than a twenty percent (20%) interest in Section 2.01 of Parent Disclosure Schedule any corporation, partnership, joint venture or the Parent SEC Reports (as defined below)other business, Parent association or entity, STB does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business business, association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries The Company (i) is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation Delaware and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") any necessary governmental authority to own, operate or lease and operate the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries (ii) is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each other jurisdiction where the character of its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except in the case of clause (ii) for failures which, when taken together with all other such failures to be so duly qualified or licensed and in good standing that failures, would not reasonably be expected to have a Company Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports Effect (as defined below). SCHEDULE 4.1 of the Disclosure Schedule lists each of the Company's Subsidiaries and their respective jurisdictions of incorporation or organization. Each of the Company's Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act and except that the words "10 percent" in such Rule shall in each case be read as "5 percent" for purposes of this Agreement) (i) is a corporation duly organized, Parent does validly existing and in good standing under the Laws of its respective jurisdiction of incorporation and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted (except, other than with respect to Wynn Xxx Company ("WYNN XXX") and the Subsidiaries of Wynn Xxx (collectively, the "WYNN XXX SUBSIDIARIES"), for governmental authority the absence of which would not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityhave a Company Material Adverse Effect and except, with respect to Wynn Xxx and the Wynn Xxx Subsidiaries, for governmental authority the absence of which interest Parent has invested would not have a material adverse effect on Wynn Xxx and the Wynn Xxx Subsidiaries, taken as a whole), and (ii) is duly qualified as a foreign corporation to do business, and is in good standing, in each other jurisdiction where the character of its properties owned, operated or is required to invest $3,000,000 leased or morethe nature of its activities makes such qualification necessary, excluding securities except in the case of clause (ii) for failures which, when taken together with all other such failures, would not have a Company Material Adverse Effect. The term "SUBSIDIARY" means any publicly traded company held for investment by Parent and comprising less corporation or other legal entity of which the Company (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than five percent 50% of the outstanding stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such companycorporation or other legal entity. The term "COMPANY MATERIAL ADVERSE EFFECT" means any change, event or effect that has had or would be reasonably expected to have a materially adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole (except to the extent that such change, event or effect is attributable to or results from changes in general economic conditions or securities markets in general, general changes in the industries in which the Company and its Subsidiaries operate or the effect of the public announcement or pendency of the transactions contemplated hereby).

Organization and Qualification; Subsidiaries. Each of Parent the Company and each subsidiary of its subsidiaries the Company (the "Company Subsidiaries") has been duly organized and is a corporation duly organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, necessary governmental approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and or in good standing or to have such power, authority and Approvals governmental approvals would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse Effect. Each of Parent the Company and its subsidiaries each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not not, individually or in the aggregate, have any change in or effect on the business of the Company and the Company Subsidiaries that is, or is reasonably be expected likely to have be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries taken as a whole (a "Company Material Adverse Effect"). A true Section 3.01(a) of the Disclosure Schedule delivered by the Company to Parent prior to the execution of this Agreement (the "Company Disclosure Schedule") sets forth a complete and complete correct list of all of Parent's the Company Subsidiaries other than the subsidiaries of Waste Management International plc (together with its subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof"WME"). Except as set forth in Section 2.01 3.01(b) of Parent the Company Disclosure Schedule or Schedule, neither the Parent SEC Reports Company nor any Company Subsidiary (as defined belowexcept for WME and NSC Corporation and its subsidiaries (collectively, "NSC"), Parent does not directly or indirectly own any equity or similar interest in, or ) holds any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, in any corporation, limited liability company, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in legal entity of any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such companykind.

Organization and Qualification; Subsidiaries. (a) Each of Parent the Company and each of its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the laws of the jurisdiction of its incorporation organization and has the requisite corporate or other power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's "significant" subsidiaries, as defined in Rule 1-02 under Regulation S-X (the "Company Significant Subsidiaries"), is included as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (the "Company 2000 Form 10-K"). A list of all subsidiaries of the Company together with the jurisdiction of incorporation organization of each such subsidiary and the percentage of each such subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, subsidiary of the Company is set forth contained in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the written disclosure schedule previously delivered by the Company no later than five to Acquiror (5) business days after the date hereof"Company Disclosure Schedule"). Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or the Parent Company SEC Reports (as defined below)Documents, Parent does not neither the Company nor any of its subsidiaries directly or indirectly own owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityentity (other than its wholly-owned subsidiaries), (i) with respect to which interest Parent the Company or a subsidiary has invested (and currently owns) or is required to invest $3,000,000 5 million or more, excluding securities in any publicly or (ii) which is a publicly-traded company entity unless such interest is held for investment by Parent the Company or its subsidiary and comprising comprises less than five percent of the outstanding stock of such companyentity.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. The Company has no significant subsidiaries. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, subsidiary is set forth in Section 2.01 of Parent the disclosure schedule (the "Company Disclosure Schedule (which Section may be provided to Schedule") prepared by the Company no later than five (5) business days after and delivered to Parent in connection with the date hereof)execution of this Agreement. Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or the Parent Company SEC Reports (as defined belowin Section 2.07), Parent the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company has invested or is required to invest $3,000,000 1,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("ApprovalsAPPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 3.01 of Parent Disclosure Schedule (which Section may be provided to the written disclosure schedule previously delivered by the Company no later than five to Parent (5) business days after the date hereof"COMPANY DISCLOSURE SCHEDULE"). Except as set forth in Section 2.01 3.01 of Parent the Company Disclosure Schedule or Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation corporation, partnership, sociedad anonima, limited liability company or sociedad de responsabilidad limitada duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of of, and in compliance with, all franchises, grants, authorizations, licenses, permits, easements, variances, consents, certificates, approvals approvals, exemptions and orders ("Approvals") necessary to enable it to own, lease and operate the properties it purports to own, lease or operate or lease and to carry on its business as it is now being conducted and as proposed to be conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would could not reasonably be expected to have a Material Adverse EffectEffect on the Company. Each of Parent the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not reasonably be expected to have a Material Adverse EffectEffect on the Company. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, subsidiary is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or and except for interests in subsidiaries of the Parent SEC Reports (as defined below)Company, Parent does not neither the Company nor any of its subsidiaries owns, directly or indirectly own indirectly, any interest or investment (whether equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, debt) in any corporation, partnership, limited liability company, joint venture or other business association venture, business, trust or entity. For the purposes of this Agreement, with respect to which interest Parent has invested a "Material Adverse Effect" upon a company is a material adverse change in the financial condition, operating results, business or is required to invest $3,000,000 or more, excluding securities in any publicly traded prospects of that company held for investment by Parent and comprising less than five percent of the outstanding stock of such companyits subsidiaries taken together.

Organization and Qualification; Subsidiaries. Each of Parent C-COR and each of its subsidiaries Subsidiaries (as defined herein) is a corporation an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization, and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("“Approvals"”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent C-COR and each of its subsidiaries Subsidiaries is duly qualified or licensed as a foreign corporation entity to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiariesC-COR’s Subsidiaries, together with the jurisdiction of incorporation organization of each subsidiary Subsidiary and the percentage of each subsidiary's Subsidiary’s outstanding capital stock or ownership interests owned by Parent C-COR or another subsidiarySubsidiary, is set forth in Section 2.01 4.1 of Parent the C-COR Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Schedule. Except as set forth in Section 2.01 4.1 of Parent the C-COR Disclosure Schedule or the Parent SEC Reports (as defined below)Schedule, Parent C-COR does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent C-COR or any of its Subsidiaries has invested or is required to invest $3,000,000 50,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the laws of the jurisdiction of its incorporation organization and has the requisite corporate or other power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all subsidiaries of Parent's subsidiaries, the Company together with the jurisdiction of incorporation organization of each such subsidiary and the percentage of each such subsidiary's outstanding capital stock owned by Parent the Company or another subsidiarysubsidiary of the Company (in the case of any non-U.S. subsidiaries, without giving effect to any qualifying share ownerships of less than 1%) is set forth contained in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the written disclosure schedule previously delivered by the Company no later than five to Acquiror (5) business days after the date hereof"Company Disclosure Schedule"). Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or the Parent Company SEC Reports (as defined below)Documents, Parent does not neither the Company nor any of its subsidiaries directly or indirectly own owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityentity (other than its wholly-owned subsidiaries), with respect to which interest Parent the Company or a subsidiary has invested (and currently owns) or is required to invest $3,000,000 10,000,000 or more, excluding securities in any publicly publicly-traded company held for investment by Parent the Company and comprising less than five five-percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Company was formed on March 15, 2005. Set forth in Schedule 3(a) is a true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly or indirectly own any security or beneficial ownership interest, in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of Parent the Company and each of its subsidiaries Subsidiaries is a corporation corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is incorporated or organized and has the requisite corporate corporate, partnership, limited liability company or other organizational power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the own its properties it purports to own, operate or lease and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which its ownership or lease of property or the nature of the business conducted or proposed to be conducted by the Company and its Subsidiaries will make such qualification necessary, except where to the extent that the failure to be so organized, existing and qualified or be in good standing could not have and could not be, individually or to have such powerin the aggregate, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below3(a), Parent does not directly the Company holds all right, title and interest in and to 100% of the capital stock, equity or indirectly own similar interests of each of its Subsidiaries, in each case, free and clear of any Liens, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such companyother Person.

Organization and Qualification; Subsidiaries. Each of Parent FPM and each of its -------------------------------------------- subsidiaries listed on Schedule 2.01 hereto (each a "Subsidiary" and ------------- collectively, the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the all requisite corporate power and (or, in the case of each subsidiary which is a limited liability company or limited partnership, limited liability company or limited partnership) power, authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports legal right to own, operate or and lease its assets and properties and to carry on its business as conduct the businesses in which it is now being conductedengaged. Each Group Member is duly qualified to transact business as a foreign corporation, limited liability company or limited partnership in all jurisdictions wherein it is required to be so qualified except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals qualified would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would FPM does not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's any subsidiaries, together with whether direct or indirect, other than the jurisdiction of incorporation of each subsidiary Subsidiaries. Other than the Subsidiaries and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later other than five (5) business days after the date hereof). Except as set forth in Section on Schedule 2.01 of Parent Disclosure Schedule hereto, no ------------- Group Member owns any capital stock or the Parent SEC Reports (as defined below)other equity or proprietary interest, Parent does not directly or indirectly own through any equity Subsidiary or similar interest inotherwise, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, in any corporation, association, trust, partnership, joint venture venture, limited liability company or other business association entity or has any agreement, right or obligation to acquire any such capital stock or other equity or proprietary interest and is not a partner or joint venturer with any other person or entity or a member of any other entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent . Copies of the outstanding stock certificate or articles of incorporation and by-laws, or limited liability company operating agreement or limited partnership agreement, as the case may be, of each Group Member and each other entity listed on Schedule 2.01 ------------- have been delivered to the Purchaser on or prior to the Effective Date, which copies are complete and correct and include all amendments, modifications or supplements thereto as of the Effective Date. No Group Member is in violation of any material term or provision of its certificate or articles of incorporation or by-laws or limited liability operating agreement or limited partnership agreement or in violation of any material term or provision of the organizational documents of any of the other entities listed in Schedule 2.01. ------------- Schedule 2.01 lists the state of incorporation or organization of each entity ------------- shown thereon and each state where such companyentity is qualified to transact business as a foreign corporation, limited liability company or limited partnership, as the case may be.

Organization and Qualification; Subsidiaries. Each of Parent the -------------------------------------------- Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and --------- operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would is not reasonably be expected likely to have a Company Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would is not reasonably be expected likely to have a Company Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 4.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent The Company and each of its subsidiaries Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, lease or operate or lease and to carry on its business as it is now being conducted, except where the failure conducted or presently proposed to be so organized, existing conducted. The Company and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each each of Parent and its subsidiaries Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not reasonably be expected to have a Company Material Adverse Effect. A true true, complete and complete correct list of all of Parentthe Company's subsidiariesSubsidiaries, together with the jurisdiction of incorporation of each subsidiary Subsidiary, the authorized capitalization of each Subsidiary, and the percentage of each subsidiarySubsidiary's outstanding capital stock owned by Parent the Company or another subsidiarySubsidiary, is set forth in Section 2.01 3.1 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five one percent of the outstanding stock of such company. As used in this Agreement, the word "Subsidiary" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which are held by such party or any Subsidiary of such party that do not have a majority of the voting interest in such partnership), (ii) such party or any Subsidiary of such party owns in excess of a majority of the outstanding equity or voting securities or (iii) at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly appointed or controlled by such party or by any one or more of its Subsidiaries. The term "Company Material Adverse Effect" means any change, effect or circumstance that, individually or when taken together with all other changes, effects or circumstances that have occurred or reasonably could be expected to occur prior to the date of determination of the occurrence of the Company Material Adverse Effect, (i) is materially adverse to the business, prospects, assets (including intangible assets), condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole or (ii) could materially delay or prevent the consummation of the transactions contemplated hereby. Changes in economic or market conditions affecting the software industry generally, changes in the Company's stock price, failure to meet the Company's revenue projections for the second quarter of fiscal year 2000 (except as set forth below) or any loss of a supplier, customer or employee resulting from the Merger or its announcement to the extent so resulting will be deemed not to constitute a Company Material Adverse Effect; revenue of 25% or more below the amount set forth in Section 3.1 of the Company Disclosure Schedule for the second quarter of fiscal year 2000 will be deemed to constitute a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. Each of Parent ARRIS and each of its subsidiaries Subsidiaries (as defined herein) is a corporation an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and organization, has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent ARRIS and each of its subsidiaries Subsidiaries, including the Merger Subsidiary, is duly qualified or licensed as a foreign corporation entity to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiariesARRIS’ Subsidiaries, together with the jurisdiction of incorporation organization of each subsidiary Subsidiary and the percentage of each subsidiary's Subsidiary’s outstanding capital stock or ownership interests owned by Parent ARRIS or another subsidiarySubsidiary, is set forth in Section 2.01 5.1 of Parent the ARRIS Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Schedule. Except as set forth in Section 2.01 5.1 of Parent the ARRIS Disclosure Schedule or the Parent SEC Reports (as defined below)Schedule, Parent ARRIS does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent ARRIS or any of its Subsidiaries has invested or is required to invest $3,000,000 50,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent The Company and each of its subsidiaries is a corporation are corporations, limited partnerships or limited liability companies duly organized, validly existing and in good standing under the respective laws of the jurisdiction jurisdictions of their incorporation or formation. The Company and each of its incorporation and has subsidiaries have the requisite corporate power and authority and is are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (the "ApprovalsAPPROVALS") necessary to own, lease and operate the properties it purports they purport to own, lease or operate or lease and to carry on its their business as it is they are now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. Each The Company and each of Parent and its subsidiaries is are duly qualified or licensed as a foreign corporation corporation, limited partnership or limited liability company to do business, and is are in good standing, standing in each jurisdiction where the character of its properties owned, leased or operated by it them or the nature of its their activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 2.1 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent The Company EXECUTION COPY EXHIBIT 2.1 does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such companyperson.

Organization and Qualification; Subsidiaries. Each of Parent Managed Companies. The Company and each of its subsidiaries is listed on Schedule 2.01 hereto (each a corporation duly organized"Subsidiary" and collectively, the "Subsidiaries") and each corporation, partnership, professional corporation, limited liability company, limited liability partnership or other entity that is managed by any Group Member (each, a "Managed Company"), and each Group Member and each Managed Company is validly existing and in good standing under the laws of the jurisdiction of its incorporation organization, and has the all requisite corporate power and or partnership or other applicable power, authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports legal right to own, operate or and lease its assets and properties and to carry on its business as conduct the businesses in which it is now being conductedengaged. Notwithstanding that the capital stock of NovaCare Rehab Agency of Alabama, Inc. ("NovaCare Alabama")has been transferred to NovaCare Holdings, Inc., for all purposes of this Agreement, NovaCare Alabama shall be deemed to be a Subsidiary. Each Group Member and each Managed Company is duly qualified to transact business as a foreign corporation or partnership or limited liability company (as applicable) in all jurisdictions wherein it is required to be so qualified, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals qualified would not reasonably be expected to have a Material Adverse Effect. Each of Parent The Company does not have any subsidiaries other than the Subsidiaries. Other than the Subsidiaries and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later other than five (5) business days after the date hereof). Except as set forth in Section on Schedule 2.01 of Parent Disclosure Schedule or hereto, the Parent SEC Reports (as defined below), Parent Company does not own any capital stock or other proprietary interest, directly or indirectly own any equity or similar interest inindirectly, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, in any corporation, association, trust, partnership, joint venture venture, limited liability company or other business association entity nor is the Company bound by any agreement to acquire any such capital stock or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent other proprietary interest. Copies of the outstanding stock certificate of such companyincorporation and by-laws, or other organizational documents, of the Company and each Subsidiary and each Managed Company have been made available to the Purchaser on or prior to the Closing Date, which copies are complete and correct and include all amendments, modifications or supplements thereto.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would could not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof)Disclosure Schedule. Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or the Parent Company SEC Reports (as defined below), Parent the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent the Company has invested or is required to invest $3,000,000 100,000 or more, excluding securities in any publicly traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries The Company (i) -------------------------------------------- is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation Delaware and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") any necessary governmental authority to own, operate or lease and operate the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries (ii) is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each other jurisdiction where the character of its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except in the case of clause (ii) for failures which, when taken together with all other such failures to be so duly qualified or licensed and in good standing that failures, would not reasonably be expected to have a Company Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports Effect (as defined below). Schedule 4.1 of ------------ the Disclosure Schedule lists each of the Company's Subsidiaries and their respective jurisdictions of incorporation or organization. Each of the Company's Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act and except that the words "10 percent" in such Rule shall in each case be read as "5 percent" for purposes of this Agreement) (i) is a corporation duly organized, Parent does validly existing and in good standing under the Laws of its respective jurisdiction of incorporation and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted (except, other than with respect to Xxxx Oil Company ("Xxxx Oil") and the Subsidiaries of Xxxx Oil (collectively, the "Xxxx Oil Subsidiaries"), for governmental authority the absence of which would not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityhave a Company Material Adverse Effect and except, with respect to Xxxx Oil and the Xxxx Oil Subsidiaries, for governmental authority the absence of which interest Parent has invested would not have a material adverse effect on Xxxx Oil and the Xxxx Oil Subsidiaries, taken as a whole), and (ii) is duly qualified as a foreign corporation to do business, and is in good standing, in each other jurisdiction where the character of its properties owned, operated or is required to invest $3,000,000 leased or morethe nature of its activities makes such qualification necessary, excluding securities except in the case of clause (ii) for failures which, when taken together with all other such failures, would not have a Company Material Adverse Effect. The term "Subsidiary" means any publicly traded company held for investment by Parent and comprising less corporation or other legal entity of which the Company (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than five percent 50% of the outstanding stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such companycorporation or other legal entity. The term "Company Material Adverse Effect" means any change, event or effect that has had or would be reasonably expected to have a materially adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole (except to the extent that such change, event or effect is attributable to or results from changes in general economic conditions or securities markets in general, general changes in the industries in which the Company and its Subsidiaries operate or the effect of the public announcement or pendency of the transactions contemplated hereby). The Company has previously delivered to the Purchaser a complete and correct copy of each of its Certificate of Incorporation and Bylaws, as currently in effect.

Organization and Qualification; Subsidiaries. Each of Parent and each of its subsidiaries is a corporation an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate or other power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, organized and existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiarysubsidiary of Parent, is set forth in Section 2.01 3.01 of the written disclosure schedule previously delivered by Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof"PARENT DISCLOSURE SCHEDULE"). Except as set forth in Section 2.01 3.01 of the Parent Disclosure Schedule or the Parent SEC Reports (as defined in Section 3.07 below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityentity (other than its wholly-owned subsidiaries), with respect to which interest Parent has invested and currently owns or is required to invest $3,000,000 10,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding capital stock of such company.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (collectively "Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to that certain written disclosure schedule, dated of even date herewith, delivered by the Company no later than five to Parent (5) business days after the date hereof"Company Disclosure Schedule"), except as is noted therein. Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or Schedule, the Parent SEC Reports (as defined below), Parent Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, in any corporation, partnership, joint venture or other business association or entity, with respect entity which is material to which interest Parent has invested the Company's financial condition or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent results of the outstanding stock of such companyoperations.

Organization and Qualification; Subsidiaries. Each of Parent the -------------------------------------------- Company and each of its subsidiaries Subsidiaries (defined below in this Section 4.1) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (to the extent applicable), and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, any necessary governmental authority and approvals and orders ("Approvals") necessary to own, operate or lease and operate the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, except where and, in the failure to be so organizedcase of the Company and each of the Subsidiaries incorporated under the laws of a state within the United States (each a "Domestic Subsidiary"), existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that failure which, when taken together with all other such failures, would not reasonably be expected to have a Material Adverse Effect (as defined below in this Section 4.1). For purposes of this Agreement, "Subsidiary" means any corporation or other legal entity of which the Company (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. For purposes of this Agreement, "Material Adverse Effect" means any change in or effect on the business of the Company or any of the Subsidiaries that is or is reasonably likely to be materially adverse to the business, results of operations, properties (including intangible properties), financial condition, assets or liabilities of the Company and the Subsidiaries taken as a whole. A true and complete list of all of Parent's subsidiariesthe Subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary Subsidiary and the percentage of each subsidiarySubsidiary's outstanding capital stock owned by Parent the Company or another subsidiarySubsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company4.1 hereto.

Organization and Qualification; Subsidiaries. Each of The Parent and each Subsidiary of its subsidiaries the Parent (collectively, the "Parent Subsidiaries") is a corporation corporation, limited liability company or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation and or organization, has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, governmental approvals and orders ("Approvals") necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its business as it currently conducted. The Parent and each Parent Subsidiary has delivered to the Parent true and correct copies of its Articles of Incorporation or other organizational documents, as amended to date. The Parent and each Parent Subsidiary is now being conductedduly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification or licensing, except where the failure to be so organized, existing and qualified or licensed or in good standing would not, individually or to have such powerin the aggregate, authority and Approvals would not reasonably be expected to have a Parent Material Adverse Effect. Each of "Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list ," as used in this Agreement, shall mean any change, effect, event or occurrence that is materially adverse to the condition (financial or otherwise), assets, properties, business, prospects or operations of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary Parent and the percentage of each subsidiary's outstanding capital stock owned by Parent Subsidiaries, taken as a whole. Notwithstanding any reference to "Parent Subsidiary" or another subsidiary"Parent Subsidiaries" contained in this Agreement, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly have any Subsidiary or indirectly own Subsidiaries, nor is it a party to any equity or similar interest Contract, other than this Agreement, to invest in, or any interest convertible into or exchangeable or exercisable forcreate, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such companySubsidiary.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries Subsidiaries (defined below in this Section 4.1) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (to the extent applicable), and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, any necessary governmental authority and approvals and orders ("Approvals") necessary to own, operate or lease and operate the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, except where and, in the failure to be so organizedcase of the Company and each of the Subsidiaries incorporated under the laws of a state within the United States (each a "Domestic Subsidiary"), existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where the character of its properties owned, operated or leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that failure which, when taken together with all other such failures, would not reasonably be expected to have a Material Adverse Effect (as defined below in this Section 4.1). For purposes of this Agreement, "Subsidiary" means any corporation or other legal entity of which the Company (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. For purposes of this Agreement, "Material Adverse Effect" means any change in or effect on the business of the Company or any of the Subsidiaries that is or is reasonably likely to be materially adverse to the business, results of operations, properties (including intangible properties), financial condition, assets or liabilities of the Company and the Subsidiaries taken as a whole. A true and complete list of all of Parent's subsidiariesthe Subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary Subsidiary and the percentage of each subsidiarySubsidiary's outstanding capital stock owned by Parent the Company or another subsidiarySubsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company4.1 hereto.

Organization and Qualification; Subsidiaries. Each of Parent the Company and each of its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the laws of the jurisdiction of its incorporation organization and has the requisite corporate or other power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, power or authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parentthe Company's "significant" subsidiaries, as defined in Regulation S-X (the "Company Significant Subsidiaries"), is included as an exhibit to the Company's 2000 Annual Report on Form 10-K (the "Company 2000 Form 10-K"). A list of all subsidiaries of the Company together with the jurisdiction of incorporation organization of each such subsidiary and the percentage of each such subsidiary's outstanding capital stock owned by Parent the Company or another subsidiary, subsidiary of the Company is set forth contained in Section 2.01 of Parent Disclosure Schedule (which Section may be provided the written disclosure schedule previously delivered by the Company to the Parent (the "Company no later than five (5) business days after the date hereofDisclosure Schedule"). Except as set forth in Section 2.01 of Parent the Company Disclosure Schedule or the Parent Company SEC Reports (as defined below)Documents, Parent does not neither the Company nor any of its subsidiaries directly or indirectly own owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entityentity (other than its wholly-owned subsidiaries), excluding (i) interests in non-publicly traded entities with respect to which interest Parent the Company or a subsidiary has invested (and currently owns) or is required to invest less than $3,000,000 or more5,000,000, excluding and (ii) securities in any publicly publicly-traded company held for investment by Parent the Company and comprising less than five percent of the outstanding stock of such company.