Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. Each of 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 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 and authority 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 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 the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company or another subsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each subsidiary of its subsidiaries the Company ("Subsidiary") 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 all necessary governmental approvals 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 and authority would governmental approvals does 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 the The Company and each of its subsidiaries 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesSubsidiaries, 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 the Company or another subsidiaryand each other Subsidiary, is set forth in Section 4.1 4.01(b) of the written disclosure schedule previously delivered by the Company to Parent Disclosure Schedule (the "Disclosure Schedule"), which has been prepared by the Company and delivered by the Company to Parent and Purchaser prior to the execution and delivery of this Agreement. Except as set forth disclosed in Section 4.1 4.01(b) of the Disclosure Schedule or the SEC Reports (as defined below)Schedule, 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. (c) Each Subsidiary that is material to the consolidated businesses, with respect to which interest the Company has invested financial condition or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by results of operations of the Company and comprising less than five percent the Subsidiaries taken as a whole is so identified in Section 4.01(c) of the outstanding stock of such company.Disclosure Schedule and is referred to herein as a "Material Subsidiary". 18 14

Organization and Qualification; Subsidiaries. Each of 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 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 and authority would not reasonably be expected to not, individually or in the aggregate, 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"Effect (as defined below). Each of the The Company and each of its subsidiaries 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 the Company's subsidiariesSubsidiaries, 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 the Company or another subsidiaryand each other Subsidiary, is set forth in Section 4.1 3.01 of the written disclosure schedule previously Disclosure Schedule delivered concurrently with the execution and delivery of this Agreement by the Company to Parent (the "Disclosure Schedule"). Except as set forth disclosed in such Section 4.1 3.01 of the Disclosure Schedule or the SEC Reports (as defined below)Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for 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 the voting of the capital stock of the Company. No Subsidiary is material to the business, operations or condition (financial or otherwise) of the Company or has invested any material assets or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such companyliabilities.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- Company and each subsidiary of its subsidiaries the Company (a "Subsidiary") 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 all necessary governmental approvals 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 power, authority and authority governmental approvals would not reasonably be expected to not, individually or in the aggregate, 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"Effect (as defined below). Each of the The Company and each of its subsidiaries 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, Gambro, Parent or Purchaser or any of their Subsidiaries, the term "Material Adverse Effect" means any change or effect that is or is ----------------------- reasonably likely to be materially adverse to the business, operations, properties or financial condition of the Company, Gambro, Parent or Purchaser or any of their Subsidiaries taken as a whole. A true and complete list of all of the Company's subsidiariesSubsidiaries, 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 the Company or another subsidiaryand by each other Subsidiary, is set forth in Section 4.1 3.01 of the written disclosure schedule Disclosure Schedule to this Agreement previously delivered by the Company to Parent (the "Disclosure ---------- Schedule"). Except as set forth disclosed in such Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below)3.01, 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Section 2.1 of the Company Disclosure Schedule identifies each subsidiary of the Company as of the date hereof and its respective jurisdiction of incorporation or organization, as the case may be. Each of 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 or organization and has the all requisite corporate power and authority necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its business businesses as it is now being conducted, except where . The Company has heretofore delivered to Acquisition or Parent accurate and complete copies of the failure to be so organized, existing certificate of incorporation and in good standing bylaws (or to have such power and authority would not reasonably be expected to have a material adverse effect on the business, assets (including intangible assetssimilar governing documents), financial conditionas currently in effect, 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 subsidiaries. (a "Material Adverse Effect"). b) Each of the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation and in good standing to do business, and is in good standing, business in each jurisdiction where in which the character of its properties property owned, leased or operated by it or the nature of its activities the business conducted by it makes such qualification or licensing necessary, except for in such failures jurisdictions where the failure to be so duly qualified or licensed and in good standing that would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect. A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company or another subsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports Effect (as defined below)) on the Company. When used in connection with the Company or its subsidiaries, the Company does not directly term "Material Adverse Effect" means any change 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 the Company has invested effect (i) that is or is required reasonably likely to invest $100,000 be materially adverse to the business, assets, results of operations or more, excluding securities in any publicly traded company held for investment by financial condition of the Company and comprising less its subsidiaries, taken as a whole, other than five percent any change or effect arising out of general economic conditions unrelated to any businesses in which the Company is engaged, or (ii) that would, or would be reasonably likely to, impair or materially delay the ability of the outstanding stock of such companyCompany to consummate the transactions contemplated hereby.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- (a) 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 all requisite corporate power and authority necessary to own, lease and operate the its properties it purports to own, operate or lease and to carry on its businesses as now being conducted. (b) Except as publicly disclosed by the Company (which, for all purposes of this Agreement, means disclosed in filings with the SEC made prior to the date hereof), the Company has no equity interests in any corporations, partnerships, limited liability companies, trusts or similar business entities. Each of the subsidiaries listed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 (each a "Subsidiary" and, collectively, "Subsidiaries") is a corporation or a limited partnership, as it is the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a material Material Adverse Effect (as defined below) on the Company. When used in connection with the Company or its Subsidiaries, the term "Material Adverse Effect" means any change or effect that is or is reasonably likely to be materially adverse effect on to the business, assets (including intangible assets), financial condition, prospects or results of operations or condition (financial or otherwise) of the Company and its subsidiaries Subsidiaries taken as a whole whole, other than any change or on the ability effect arising out of the Company general economic conditions unrelated to perform its obligations under this Agreement (a "Material Adverse Effect"). Each of the Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is any businesses 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 the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by which the Company or another subsidiary, any of its Subsidiaries is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such companyengaged.

Organization and Qualification; Subsidiaries. Each of 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 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 and authority would not not, individually or in the aggregate, be reasonably be expected likely 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 the The Company and each of its subsidiaries 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 the Company's subsidiariesSubsidiaries, 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 the Company or another subsidiaryand each other Subsidiary, is set forth in Section 4.1 Schedule 3.01 of the written disclosure schedule separate Disclosure Schedule previously delivered by the Company to Parent (the "Company Disclosure Schedule"). Except as set forth disclosed in Section 4.1 of the Disclosure such Schedule or the SEC Reports (as defined below)3.01, 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. 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 the Company has invested any Subsidiary or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding capital stock of such companyany Subsidiary are authorized or outstanding.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- Company Parent and each subsidiary of its subsidiaries Parent (the "Parent Subsidiaries") is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the all corporate requisite corporate power and authority and all necessary governmental approvals 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 corporate power, authority and authority would governmental approvals have not had, and could not reasonably be expected to have have, individually or in the aggregate, 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 "Parent Material Adverse Effect"Effect (as defined below). Each of Parent and the Company and each of its subsidiaries Parent 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 business makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would have not had, and could not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. A true and complete list The term "Parent Material Adverse Effect" means any change in or effect on the business of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary Parent and the percentage Parent Subsidiaries that is materially adverse to the financial condition or results of each subsidiary's outstanding capital stock owned operations of Parent and the Parent Subsidiaries taken as a whole, except for any such changes or effects resulting from or in connection with (i) this Agreement or the transactions contemplated by this Agreement or the announcement hereof, (ii) any changes in economic, regulatory or political conditions or (iii) any issue or condition otherwise known to the Company or another subsidiary, is set forth in Section 4.1 prior to the date of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such companythis Agreement.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- (a) The Company 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 California and has the requisite corporate power and authority and all necessary governmental approvals 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 . Except as provided in good standing or to have such power and authority 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 Section 4.01(a) of the Company and its subsidiaries taken as a whole or on the ability of Disclosure Schedule, the Company to perform its obligations under this Agreement (a "Material Adverse Effect"). Each of 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 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, prevent or materially delay consummation of the Merger or any of the other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Company Material Adverse Effect. A true and complete list of all . (b) Section 4.01(b) of the Company's subsidiariesCompany Disclosure Schedule lists the sole subsidiary of the Company (the "Subsidiary"), together with the jurisdiction of incorporation of each subsidiary and the Subsidiary, the percentage of each subsidiary's the outstanding capital stock or other equity interest of the Subsidiary owned by the Company or another subsidiary, is set forth in Section 4.1 and the directors and officers of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule")Subsidiary. Except as set forth disclosed in Section 4.1 4.01(b) of the Company Disclosure Schedule or the SEC Reports (as defined below)Schedule, 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. The Subsidiary is duly organized, with respect validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental licenses, authorizations, consents and approvals to which interest own, lease and operate its properties and to carry on its business as it is now being conducted. The 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 the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or any of the other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company has invested from performing its obligations under this Agreement and would not, individually or is required to invest $100,000 or morein the aggregate, excluding securities in any publicly traded company held for investment by the have a Company and comprising less than five percent of the outstanding stock of such companyMaterial Adverse Effect.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- Company and each subsidiary of its subsidiaries the Company (other than PS Group First Delaware Trust) (a "Subsidiary") 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 all necessary governmental approvals 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 power, authority and authority governmental approvals would not reasonably be expected to not, individually or in the aggregate, 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"Effect (as defined below). Each of the The Company and each of its subsidiaries 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 is or is reasonably likely to be materially adverse to the business, operations, properties, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) of the Company and the Subsidiaries taken as a whole, in each case, excluding any change or effect that is directly attributable to conditions generally affecting the oil and gas industry, unless such conditions adversely affect the Company or its Subsidiaries in a materially disproportionate manner. A true and complete list of all of the Company's subsidiariesSubsidiaries, 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 the Company or another subsidiaryand each other Subsidiary, is set forth in Section 4.1 Schedule 2.01 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule")Schedules. Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), the 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. PS Group First Delaware Trust, with respect to which interest an entity wholly owned by Group, is duly formed and validly existing as a business trust under the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent laws of the outstanding stock State of such companyDelaware.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each subsidiary of its subsidiaries the Company ("SUBSIDIARY") is a corporation corporation, partnership, limited liability company, limited partnership, joint venture, association or other entity 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 all necessary governmental approvals 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 power, authority and authority governmental approvals would not reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), financial condition, prospects prevent or results materially delay consummation of operations any of the Company and its subsidiaries taken as a whole Transactions or on the ability of otherwise prevent or materially delay the Company to perform from performing its obligations under this Agreement (or would not have a "Material Adverse Effect")Effect on the Company. Each of the The Company and each of its subsidiaries 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 prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would not have a Material Adverse Effect. Effect on the Company. (b) A true and complete list of all of the Company's subsidiariesMaterial Subsidiaries, together with the jurisdiction of incorporation of each subsidiary Material Subsidiary and the percentage of each subsidiary's the outstanding capital stock of other equity interests of each Material Subsidiary owned by the Company or another subsidiaryand each other Subsidiary, is set forth in Section 4.1 4.01(b) of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth disclosed in Section 4.1 4.01(b) of the Disclosure Schedule or the SEC Reports (as defined below)and except pursuant to Merchant Banking Activities, the Company 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 association or entity, with respect to which interest the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- The Company and each of its subsidiaries 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 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’s Subsidiaries is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction of its organization, and has the requisite corporate, limited liability company or similar organizational 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, except where the failure to be so organized, existing and in good standing or to have such power and or authority would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect 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")Company. Each of 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 the Company's subsidiaries’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 the Company or another subsidiarySubsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Company Disclosure Schedule or the SEC Reports (as defined below)Schedule, 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent 2% of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of 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 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 and or authority 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 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 the 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 Significant Subsidiaries"). The Company has furnished or will furnish to Beta 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 the Company or another subsidiary, is set forth subsidiary of the Company in Section 4.1 of 2.01of the written disclosure schedule previously delivered by the Company to Parent Beta (the "Company Disclosure Schedule") or in Section 2.01 of the supplement to the Company Disclosure Schedule to be delivered to Beta not later than 14 days from the date of this Agreement (the "Supplemental Company Disclosure Schedule"). Except as set forth in Section 4.1 2.01 of the Company Disclosure Schedule or the Company SEC Reports (as defined in Section 2.07 below), 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 entityentity (other than its wholly-owned subsidiaries), with respect to which interest the Company has invested (and currently owns) or is required to invest $100,000 10,000,000 or more, excluding securities in any publicly publicly-traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company, EBRx, Inc., a Pennsylvania corporation (the “Company Subsidiary” or “EBRx”), and each other subsidiary of its subsidiaries the Company (the “Former Subsidiaries”) is a corporation or other legal entity 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 authority 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 and authority would not not, individually or in the aggregate, 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"Effect (as defined in Section 10.03(e)) or prevent or materially delay the consummation of transactions contemplated by this Agreement. Each of the Company, the Company Subsidiary and each of its subsidiaries the Former 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 business makes such qualification or licensing or good standing 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, reasonably be expected to have a Material Adverse Effect. A Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement. (b) Section 3.01(b) of the disclosure schedule delivered by the Company to Parent prior to the execution of this Agreement (the “Company Disclosure Schedule”) sets forth a true and complete list of all subsidiaries of the Company's subsidiaries, together with including the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company or another subsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule")Former Subsidiaries. Except as set forth in Section 4.1 3.01 of the Company Disclosure Schedule or the SEC Reports (as defined below)Schedule, neither the Company does not nor the Company Subsidiary directly or indirectly own owns, or has outstanding obligations to acquire, 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each of its subsidiaries Material Company Subsidiary is a corporation or legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization and has the requisite corporate corporate, partnership or similar power and authority and all necessary governmental approvals 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 power, authority and authority governmental approvals would not reasonably be expected to not, individually or in the aggregate, 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 the Company and each of its subsidiaries Material Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, business 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 Company Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesMaterial Company Subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary Material Company Subsidiary and which identifies the percentage (direct or indirect) of equity ownership of each subsidiary's outstanding capital stock Material Company Subsidiary owned by the Company or another and each other subsidiary, is set forth in Section 4.1 3.01(b) of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), the 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 . (c) Each subsidiary of the Company has invested or is required to invest $100,000 or more(each, excluding securities in any publicly traded company held for investment by a "Company Subsidiary") that constitutes a significant subsidiary of the Company and comprising less than five percent within the meaning of Rule 1-02 of Regulation S-X of the outstanding stock Securities and Exchange Commission (the "SEC") to the Company's business as a whole is so identified in Section 3.01(c) of such companythe Company Disclosure Schedule and is referred to herein as a "Material Company Subsidiary".

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each subsidiary of its subsidiaries the Company (each a “Company Subsidiary”) is a corporation limited liability company or other organization duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization. Each of the Company and each Company Subsidiary has the requisite corporate limited liability company or other organizational power and authority and all necessary governmental approvals 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 power, authority and authority governmental approvals would not reasonably individually or in the aggregate, be expected material 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 the Company Subsidiaries taken as a whole or on the ability of the Company to perform its obligations under this Agreement (a "Material Adverse Effect")whole. Each of the Company and each of its subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation limited liability company or other organization 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 individually or in the aggregate, be expected material to have the Company and the Company Subsidiaries taken as a Material Adverse Effect. whole. (b) A true and complete list of all of the Company's subsidiariesCompany Subsidiaries, together with the jurisdiction of organization or incorporation of each subsidiary Company Subsidiary and the percentage of the outstanding ownership interest of each subsidiary's outstanding capital stock Company Subsidiary owned by the Company or another subsidiaryand each other Company Subsidiary, in each case, as of the date hereof, is set forth in Section 4.1 3.01(b) of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), the 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, limited liability company, partnership, joint venture or other business association or other entity, with respect to which interest the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each (a) Except as set forth in Section 3.01(a) of the -------------------------------------------- Disclosure Schedule attached hereto, dated as of the date hereof and forming a part of this Agreement (the "Disclosure Schedule"), each of the Company and each subsidiary of its subsidiaries is the Company listed in Section 3.01(a) of the Disclosure Schedule (each a corporation "Company Subsidiary" and collectively the "Company Subsidiaries") has been duly organized, and is 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 requisite corporate power and authority 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 and authority 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 the Company and each of its subsidiaries Company 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 materially delay consummation of the Merger and would not have a Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesCompany Subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary Company Subsidiary and the percentage of each subsidiary's the outstanding capital stock of each Company Subsidiary owned by the Company or another subsidiaryand each other Company Subsidiary, is set forth in Section 4.1 3.01(a) of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth disclosed in Section 4.1 3.01(a) of the Disclosure Schedule or the SEC Reports (as defined below)Schedule, 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 Person other business association or entity, with respect to which interest the Company has invested or is required to invest $100,000 or more, excluding securities than investments in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such companymarketable securities.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each of its subsidiaries Subsidiaries (as defined below) 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 and has the all requisite corporate power and authority necessary to own, lease and operate the its properties it purports to own, operate or lease and assets and to carry on its business businesses as it is now being conductedconducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification, except where the failure to be so organized, existing and qualified or in good standing or to have such power and authority or authority, would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets Company Material Adverse Effect (including intangible assetsas defined below), financial condition, prospects . The Company has heretofore delivered or results of operations made available to Purchaser accurate and complete copies of the Company articles of incorporation and its subsidiaries taken by-laws and other organizational documents, as a whole or on the ability of the Company to perform its obligations under this Agreement (a "Material Adverse Effect"). Each currently in effect, of the Company and each of its subsidiaries Subsidiaries. As used in this Agreement, "Subsidiary" shall mean, with respect to any party, any corporation or other organization, whether incorporated or unincorporated or domestic or foreign to the United States of which (i) such party or any other Subsidiary of such party is duly qualified a general partner or licensed (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries, excluding all investment funds (whether organized as partnerships, corporations, limited liability companies or any other type of entity) for which the Company or any entity, directly or indirectly, controlled by the Company acts as general partner, investment advisor or investment manager (collectively, "Conning Investment Funds"). The term "Company Material Adverse Effect" means any event, change in or effect on the business of the Company or its Subsidiaries, taken as a foreign corporation to do businesswhole, and that 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 be materially adverse to (i) the business, results of operations, properties (including intangible properties), financial condition, assets, agreements or employee base of the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, or (ii) the ability of the Company to consummate the transactions contemplated hereby or to perform its obligations under this Agreement, except in the case of either clause (i) or clause (ii) any change or effect arising out of (x) a decline or deterioration in the economy in general or the asset management or capital markets in which the Company and its Subsidiaries operate, (y) this Agreement or the transactions contemplated hereby or the announcement thereof, or (z) any event caused primarily by any actions of Parent or its affiliates. A true and Section 4.1(a) of the Company Disclosure Schedule sets forth a complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company or another subsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such companySubsidiaries.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each subsidiary of its subsidiaries the Company (each a “Company Subsidiary”), is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals 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 and authority governmental approvals would not reasonably be expected to have a material adverse effect on not, individually or in the businessaggregate, assets (including intangible assets), financial condition, prospects prevent or results of operations materially delay consummation of the Company and its subsidiaries taken as a whole Merger or on the ability any of the transactions contemplated by this Agreement or the Transaction Documents (collectively, the “Transactions”) or otherwise prevent or materially delay the Company to perform from performing its obligations under this Agreement (a "Material Adverse Effect")Agreement. Each of the The Company and each of its subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization 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 have a Company Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesCompany Subsidiaries, together with the jurisdiction of incorporation of each subsidiary Company Subsidiary and the percentage of each subsidiary's the outstanding capital stock of each Company Subsidiary owned by the Company or another subsidiaryand each other Company Subsidiary, is set forth in Section 4.1 4.01(b) of the written disclosure schedule previously Company Disclosure Schedule (the “Company Disclosure Schedule”), which has been prepared by the Company and delivered by the Company to Parent (Pensare and Merger Sub prior to the "Disclosure Schedule")execution and delivery of this Agreement. Except as set forth disclosed in Section 4.1 4.01(b) of the Company Disclosure Schedule or the SEC Reports (as defined below)Schedule, 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 other entity, with respect to which interest the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) The -------------------------------------------- Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Set forth on the Subsidiary Schedule is a list of every corporation, limited liability company, partnership or other business organization or entity of which the Company owns, either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Each of the -------------------------------------------- Company and each of its subsidiaries Subsidiaries listed on the Subsidiary Schedule is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation. The Company and each of the Subsidiaries has the requisite corporate power and authority necessary to own, lease and operate the properties it purports to own, 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 to have such power and authority 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 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 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 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 Material Adverse Effect. A true and complete list of all of Effect on the Company's subsidiaries. The term "Material Adverse Effect on the Company," as used in this Agreement, together with means any development, condition or circumstance having an effect on the jurisdiction assets, business, operations, or financial condition of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company or another subsidiary, any of its Subsidiaries that is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company materially adverse to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less its Subsidiaries taken as a whole other than five percent of any development, condition or circumstance resulting from general economic conditions or relating generally to the outstanding stock of such companycoal or electric power industries.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- (a) The Company and each Subsidiary of its subsidiaries the Company (each a “Company Subsidiary”), is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power and authority and all necessary governmental approvals 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 and authority governmental approvals would not reasonably be expected to have a material adverse effect on not, individually or in the businessaggregate, assets (including intangible assets), financial condition, prospects prevent or results of operations materially delay consummation of the Company and its subsidiaries taken as a whole Merger or on the ability any of the Transactions or otherwise prevent or materially delay the Company to perform from performing its obligations under this Agreement (a "Material Adverse Effect")Agreement. Each of the The Company and each of its subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization 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 have a Company Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesCompany Subsidiaries, together with the jurisdiction of incorporation of each subsidiary Company Subsidiary and the percentage of each subsidiary's the outstanding capital stock of each Company Subsidiary owned by the Company or another subsidiaryand each other Company Subsidiary, is set forth in Section 4.1 4.01(b) of the written disclosure schedule previously Company Disclosure Letter, which has been prepared by the Company and delivered by the Company to Parent (Pensare and Merger Sub prior to the "Disclosure Schedule")execution and delivery of this Agreement. Except as set forth disclosed in Section 4.1 4.01(b) of the Company Disclosure Schedule or the SEC Reports (as defined below)Letter, 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 other entity, with respect to which interest the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Each of 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 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 other power and or authority 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 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 subsidiaries of the Company's subsidiaries, 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 the Company or another subsidiary, subsidiary of the Company is set forth contained in Section 4.1 2.01 of the written disclosure schedule previously delivered by initialed on behalf of the Company to Parent and the Acquiror (the "Company Disclosure Schedule"). Except as set forth in Section 4.1 2.01 of the Company Disclosure Schedule or the SEC Reports (as defined below), neither the Company does not 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 inin or is the general or limited partner of, any corporation, partnership, joint venture or other business association or entityentity (other than its wholly-owned subsidiaries), (i) with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $100,000 50,000 or more, excluding securities in any publicly or (ii) which is a publicly-traded company entity unless such interest is held for investment by the Company or its subsidiary and comprising comprises less than five percent of the outstanding stock of such companyentity.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each Subsidiary of its subsidiaries the Company, together with each Person listed in Section 3.01(a) of the Company Disclosure Schedule (each, a "Company Subsidiary") is a corporation or other Person duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization and has the requisite corporate corporate, limited liability or partnership power and authority and all necessary governmental approvals 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 power, authority and authority governmental 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 the The Company and each of its subsidiaries Company Subsidiary is duly qualified or licensed as a foreign corporation or other Person 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 have a Company Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesCompany Subsidiaries, together with the jurisdiction of incorporation organization of each subsidiary Company Subsidiary and the percentage of each subsidiary's the outstanding capital stock or other equity interests of each Subsidiary owned by the Company or another subsidiaryand each other Company Subsidiary, is set forth in Section 4.1 3.01(b) of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth disclosed in Section 4.1 3.01(b) of the Company Disclosure Schedule or the SEC Reports (as defined below)except where such ownership would not reasonably be expected to have a Company Material Adverse Effect, 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of 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 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 and or authority would is not reasonably be expected likely 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 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 where the failure to be so duly qualified or licensed and in good standing that would is not reasonably be expected likely to have a Material Adverse Effect. A true and complete list of all The Company's only "significant" subsidiary, as defined in Regulation S-X, is Micro Warehouse Ltd., a U.K. company (the "COMPANY SIGNIFICANT SUBSIDIARIES"). Section 2.01 of the Company's subsidiaries, together with Company Disclosure Schedule describes the jurisdiction of incorporation of each subsidiary and the percentage of each such subsidiary's outstanding capital stock owned by the Company or another subsidiary, is set forth in Section 4.1 subsidiary of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule")Company. Except as set forth for the capital stock and other ownership interests in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below)its Subsidiaries, 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 entityentity (other than its wholly-owned subsidiaries), with respect to which interest the Company has invested (and currently owns) or is required to invest $100,000 or more, excluding securities in any publicly publicly-traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each of its subsidiaries Subsidiaries (as defined below) 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 and has the all requisite corporate or other power and authority necessary to own, lease and operate the its properties it purports to own, operate or lease and assets and to carry on its business businesses as it is now being conductedconducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification, except where the failure to be so organized, existing and qualified or in good standing or to have such power and authority or authority, would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets Company Material Adverse Effect (including intangible assetsas defined below), financial condition, prospects . The Company has heretofore delivered or results of operations made available to Purchaser accurate and complete copies of the Company charter and its subsidiaries taken bylaws and other organizational documents, as a whole or on the ability of the Company to perform its obligations under this Agreement (a "Material Adverse Effect"). Each currently in effect, of the Company and each of its subsidiaries Subsidiaries. As used in this Agreement, "Subsidiary" shall mean, with respect to any party, any corporation or other ---------- organization, whether incorporated or unincorporated or domestic or foreign to the United States, of which (i) such party or any other Subsidiary of such party is duly qualified a general partner or licensed (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries. The term "Company Material Adverse ------------------------ Effect" means any event, change in or effect on the business of the Company or ------ its Subsidiaries, taken as a foreign corporation to do businesswhole, and that 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 be materially adverse to (i) the business, results of operations, properties (including intangible properties), financial condition, assets or liabilities, of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated hereby or to perform its obligations under this Agreement; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, will be or would reasonably be expected to be, a Company Material Adverse Effect. A true and complete list : (a) any adverse change, effect, event, occurrence, state of all facts or development attributable to conditions generally affecting the industry in which the Company participates or the U.S. economy as a whole; or (b) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any action taken or inaction or decision made by Parent under the terms of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company or another subsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports Investor Agreement (as defined below), ; provided further that the Company does not directly or indirectly own any equity or similar interest inlitigation, or any interest convertible into or exchangeable or exercisable for any equity or similar interest inthe resolution thereof, listed in Paragraph 8 of Schedule 4.8 shall be deemed not to be a Company Material Adverse Effect, however, any corporation, partnership, joint venture or other business association or entity, with respect to which interest litigation filed after the date hereof may be considered a Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such companyMaterial Adverse Effect.

Organization and Qualification; Subsidiaries. (a) Each of 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 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 and or authority 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 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 the 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 the Company or another subsidiary, subsidiary of the Company is set forth contained in Section 4.1 2.01 of the written disclosure schedule previously delivered by the Company to Parent Acquiror (the "Company Disclosure Schedule"). Except as set forth in Section 4.1 2.01 of the Company Disclosure Schedule or the Company SEC Reports (as defined below)Documents, neither the Company does not 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), (i) with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $100,000 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 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 the -------------------------------------------- Company and each of its subsidiaries is a corporation “Subsidiaries” (which for purposes of this Agreement means any Person in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest) are entities duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation in which they are formed, and has have the requisite corporate power and authority necessary authorization to own, lease and operate the own their properties it purports to own, operate or lease and to carry on its their business as it is now being conducted and as presently proposed to be conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except where to the extent that the failure to be so organized, existing and qualified or be in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, assets properties, assets, liabilities, operations (including intangible assetsresults thereof), condition (financial condition, or otherwise) or prospects or results of operations of the Company and or any of its subsidiaries Subsidiaries, taken as a whole whole, (ii) the legality, validity or on enforceability of the transactions contemplated hereby or in the other Transaction Documents or (iii) the authority or ability of the Company to perform its obligations under this Agreement the Transaction Documents (a "Material Adverse Effect"as defined below). Each of Other than the Company and each of its subsidiaries Subsidiaries, there is duly qualified or licensed as a foreign corporation to do business, and is no Person 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 which the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding directly or indirectly, owns capital stock owned by the Company or another subsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule")holds an equity or similar interest. Except as set forth in Section 4.1 3(a) of the disclosure letter delivered by the Company to the Buyers concurrently with the execution of this Agreement (the “Disclosure Schedule or the SEC Reports (as defined belowLetter”), 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 the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such companyno Subsidiaries.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- Company Buyer and each of its subsidiaries Merger Subsidiary is a 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 all necessary governmental approvals 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 power, authority and authority governmental approvals would not reasonably be expected to not, individually or in the aggregate, 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 "Buyer Material Adverse Effect"Effect (as defined below). Each of the Company Buyer and each of 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 and complete list The term "Buyer Material Adverse Effect" means ----------------------------- any effect, circumstance, event, fact or change in the business of Buyer that (i) is or is reasonably likely to be materially adverse to the business, operations, assets, liabilities (actual or contingent), properties, financial or other condition, results of operations or prospects of Buyer or (ii) prevents or materially delays, or is reasonably likely to prevent or materially delay, the ability of Buyer or Merger Subsidiary to perform in all of material respects its obligations under this Agreement or to consummate the Company's subsidiaries, together Transactions in accordance with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company or another subsidiary, is set forth in Section 4.1 of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule")terms hereof. Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), 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 the Company Merger Subsidiary has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such companyno subsidiaries.

Organization and Qualification; Subsidiaries. Each of 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 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 and or authority 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 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 the 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 the Company or another subsidiary, is subsidiary on a supplement to the Company Disclosure Schedule (as defined below) to be delivered to Parent not later than 14 days from the date of this Agreement (the "Supplemental Company Disclosure Schedule"). Except as set forth in Section 4.1 2.01 of the written disclosure schedule previously delivered by the Company to Parent (the "Company Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule ) or the Company SEC Reports (as defined in Section 2.07 below), 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 the Company has invested or is required to invest $100,000 5,000,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Each of the -------------------------------------------- Company and each of its subsidiaries Material Company Subsidiary is a corporation or legal entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization and has the requisite corporate corporate, partnership or similar power and authority and all necessary governmental approvals 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 power, authority and authority governmental approvals would not reasonably be expected to not, individually or in the aggregate, 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 the Company and each of its subsidiaries Material Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, business 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 Company Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesMaterial Company Subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary Material Company Subsidiary and which identifies the percentage (direct or indirect) of equity ownership of each subsidiary's outstanding capital stock Material Company Subsidiary owned by the Company or another and each other subsidiary, is set forth in Section 4.1 3.01(b) of the written disclosure schedule previously delivered by the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below), the 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 . (c) Each subsidiary of the Company has invested or is required to invest $100,000 or more(each, excluding securities in any publicly traded company held for investment by a “Company Subsidiary”) that constitutes a significant subsidiary of the Company and comprising less than five percent within the meaning of Rule 1-02 of Regulation S-X of the outstanding stock Securities and Exchange Commission (the “SEC”) to the Company’s business as a whole is so identified in Section 3.01(c) of such companythe Company Disclosure Schedule and is referred to herein as a “Material Company Subsidiary”.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- (a) The Company and each subsidiary of its subsidiaries the Company (each a “Company Subsidiary”) is a corporation or other organization duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization (insofar as such concept exists in such jurisdiction) and has the requisite corporate or other organizational power and authority necessary to own, lease and operate the its properties and assets and to carry on its business as it purports is now being conducted. The Company and each Company Subsidiary (i) has all necessary governmental approvals to own, lease and operate or lease its properties and assets 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 and authority 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 the Company and each of its subsidiaries ii) is duly qualified or licensed as a foreign corporation or other organization to do business, business and (iii) is in good standing, in each jurisdiction (insofar as such concept exists in such jurisdiction) where the character of its the properties or assets owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary, except for where the failure to have such failures to governmental approval or be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesCompany Subsidiaries, together with the jurisdiction of organization or incorporation of each subsidiary Company Subsidiary and the percentage of each subsidiary's the outstanding capital stock of each Company Subsidiary owned by the Company or another subsidiaryand each other Company Subsidiary, in each case, as of the date hereof, is set forth in Section 4.1 4.01(b) of the written disclosure schedule previously delivered by Company Disclosure Schedule. Except with respect to the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below)Subsidiaries, 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 other corporation, partnership, joint venture or other business association or other entity, with respect to which interest the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. Each of the -------------------------------------------- (a) The Company and each subsidiary of its subsidiaries the Company (each, a “Company Subsidiary”) is a corporation or other organization duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization (insofar as such concept exists in such jurisdiction), except for Holdco and Merger Sub, and has the requisite corporate or other organizational power and authority 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 is now being conducted, except where the failure to be so organized, existing for Holdco and in good standing or to have such power and authority would not reasonably be expected to have a material adverse effect Merger Sub. Except as set forth on the business, assets (including intangible assets), financial condition, prospects or results of operations Section 4.01(a) 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 Disclosure Schedule, the Company and each of Company Subsidiary, except for Holdco and Merger Sub, (i) has all necessary governmental approvals to own, lease and operate its subsidiaries properties and assets and to carry on its business as it is now being conducted, (ii) is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction business where the character of its the properties or assets owned, leased or operated by it or the nature of its activities business makes such qualification or licensing necessary pursuant to applicable Law, and (iii) is in good standing, in each jurisdiction (insofar as such concept exists in such jurisdiction) where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for where the failure to have such failures to governmental approval or be so duly qualified or licensed and or in good standing that would not reasonably be expected to have a Company Material Adverse Effect. . (b) A true and complete list of all of the Company's subsidiariesCompany Subsidiaries, together with the jurisdiction of organization or incorporation of each subsidiary Company Subsidiary and the percentage of each subsidiary's the outstanding capital stock of each Company Subsidiary owned by the Company or another subsidiaryand each other Company Subsidiary, in each case, as of the date hereof, is set forth in Section 4.1 4.01(b) of the written disclosure schedule previously delivered by Company Disclosure Schedule. Except with respect to the Company to Parent (the "Disclosure Schedule"). Except as set forth in Section 4.1 of the Disclosure Schedule or the SEC Reports (as defined below)Subsidiaries, 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 other corporation, partnership, joint venture or other business association or other entity, with respect to which interest the Company has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.