Common use of Organization; Good Standing; Qualification and Power Clause in Contracts

Organization; Good Standing; Qualification and Power. MarketSource ---------------------------------------------------- (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and as proposed to be conducted, to enter into this Agreement and the Related Agreements to which MarketSource is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (iii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other jurisdictions where the failure to be so qualified and in good standing would have a material adverse effect on MarketSource, the 360 Youth Business or the business, properties, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs of MarketSource or of the 360 Youth Business (a "360 Youth Material Adverse Effect"). MarketSource has delivered to Alloy true and complete copies of the Certificate of Incorporation and by-laws of MarketSource, in each case as amended to the date hereof. As used herein, "Certificate of Incorporation" shall mean the certificate of incorporation, and all amendments thereto, of the named corporation, as the same may have been restated, and all amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. MarketSource ---------------------------------------------------- The Company (i) is a close corporation (as such term is defined in Section 342(a) of the Delaware Statute) duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to (A) own, lease and operate its properties and assets and to carry on its business as now being conducted, conducted and as proposed to be conducted, (B) to enter into this Agreement and the Related Agreements to which MarketSource is a partyAgreement of Merger, (C) to perform its obligations hereunder and thereunder, and (D) to consummate the transactions contemplated hereby and thereby thereby, and (iii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions where in which the failure to be so qualified and in good standing would could reasonably be expected to have a material adverse effect on MarketSource, the 360 Youth Business Company or the its business, properties, condition (financial or otherwise), assets, liabilitiesLiabilities, operations, results of operations, prospects or affairs of MarketSource or of the 360 Youth Business (a "360 Youth Material Adverse Effect"). MarketSource The Company has delivered to Alloy Parent true and complete copies of the Certificate of Incorporation Charter and by-laws of MarketSourcethe Company, in each case as amended to the date hereof. As used herein, "Certificate of IncorporationCharter" shall mean mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation, and all amendments thereto, of the named corporation, incorporation or organization as the same may have been restated, and all any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. MarketSource ---------------------------------------------------- Each of the Company and 00xx Xxxxxx Productions Inc., a New York corporation ("00xx Xxxxxx Productions") (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York, (ii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and as proposed to be conducted, and, with respect to the Company, to enter into this Agreement Agreement, the Certificate of Merger and the Related Agreements (as defined below) to which MarketSource the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (iii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions where the failure to be so qualified and in good standing would have a material adverse effect on MarketSource, the 360 Youth Business Company or the its business, properties, condition (financial or otherwise), assets, liabilitiesLiabilities (as defined in Section 3.1(f)), operations, operations or results of operations, prospects or affairs of MarketSource or of the 360 Youth Business operations (a "360 Youth Company Material Adverse Effect"). MarketSource The Company has delivered to Alloy Parent true and complete copies of the Certificate of Incorporation Charter and by-laws of MarketSourcethe Company and 00xx Xxxxxx Productions, in each case as amended to the date hereof. As used herein, "Certificate of IncorporationCharter" shall mean mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporationincorporation or organization, and all any amendments thereto, of the named corporation, as the same may have been restated, and all any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. MarketSource The ---------------------------------------------------- Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York, Safe Ltd. is a corporation duly organized, validly existing and in good standing under the laws of England and Wales, and Certrac is a corporation duly organized, validly existing and in good standing under the laws of the State of New York (ii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and as proposed to be conducted, to enter into this Agreement, the Agreement of Merger and the Related Agreements (as defined below) to which MarketSource the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (iii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions where the failure to be so qualified and in good standing would have a material adverse effect on MarketSource, the 360 Youth Business Company or the its business, properties, condition (financial or otherwise), assets, liabilitiesLiabilities, operations, results of operations, prospects or affairs of MarketSource or of the 360 Youth Business (a "360 Youth Company Material Adverse Effect"). MarketSource The Company has delivered to Alloy Parent a true and complete copies copy of the its Certificate of Incorporation and by-laws of MarketSourceIncorporation, in each case as amended to the date hereofhereof (the "Charter"), and of its by-laws, as amended to the date hereof (the "By-laws"). As used hereinThe Company has caused Safe Ltd. to deliver to Parent a true and complete copy of its Memorandum of Association, as amended to the date hereof (the "Memorandum") and its Articles of Association, as amended to the date hereof (the "Articles"). The Company has caused Certrac to deliver to Parent a true and complete copy of its Certificate of Incorporation" shall mean , as amended to the certificate of incorporationdate hereof (the "Certrac Charter"), and all amendments thereto, of the named corporationits by-laws, as amended to the same may have been restated, and all amendments thereto date hereof (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement"Certrac By-laws").

Organization; Good Standing; Qualification and Power. MarketSource Each of the ---------------------------------------------------- Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (ithe "Company Sub"): (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, New Jersey; (iib) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, conducted and as currently proposed to be conducted, to enter into this Agreement and the Related Agreements to which MarketSource is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby ; and (iiic) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those all jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other jurisdictions where which the failure to be so qualified and in good standing would could reasonably be expected to have a material adverse effect on MarketSource, the 360 Youth Business or the business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs of MarketSource or of the 360 Youth Business (a "360 Youth Material Adverse Effect")) of the Company. MarketSource The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Alloy Parent true and complete copies of the Certificate of Incorporation Charter and by-laws of MarketSourcethe Company and the Company Sub, respectively, in each case as amended to the date hereof. As used hereinin this Agreement, "Certificate of IncorporationCertificate" shall mean mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporationincorporation or organization, and all any amendments thereto, of the named corporation, as the same may have been restated, and all any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. MarketSource ---------------------------------------------------- DCI (i) is a ---------------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIndiana, (ii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and as proposed to be conducted, to enter into this Agreement Agreement, the Certificate of Merger and Articles of Merger and the Related Agreements to which MarketSource DCI is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (iii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other jurisdictions where the failure to be so qualified and in good standing would have a material adverse effect on MarketSource, the 360 Youth Business DCI or the its business, properties, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects operations or affairs of MarketSource or of the 360 Youth Business (a "360 Youth DCI Material Adverse Effect"). MarketSource DCI has delivered to Alloy Parent true and complete copies of the Certificate of Incorporation and by-laws of MarketSourceDCI, in each case as amended to the date hereof. As used herein, "Certificate of Incorporation" shall mean mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporationincorporation or organization, and all any amendments thereto, of the named corporation, as the same may have been restated, and all any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. MarketSource ---------------------------------------------------- The Seller (i) is a corporation partnership duly organized, validly existing and in good standing under the laws of the State of New York, (ii) has all requisite power and authority to (A) own, lease and operate its properties and assets and to carry on its business as now being conducted, (B) to enter into this Agreement, (C) to perform its obligations hereunder and thereunder, and (D) to consummate the transactions contemplated hereby and thereby, and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 2.1(a) of the Seller Disclosure Schedule being all of the jurisdictions, in which the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect on the Seller. The Seller has delivered to the Buyer true, correct and complete copies of the partnership agreement of the Seller, as amended to the date hereof. The Company (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and as proposed to be conducted, to enter into this Agreement and the Related Agreements to which MarketSource is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (iii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a2.1(a) of the Seller Disclosure Schedule and being all of the jurisdictions, in all other jurisdictions where which the failure to be so qualified and in good standing would could reasonably be expected to have a material adverse effect on MarketSource, the 360 Youth Business or the business, properties, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs of MarketSource or of the 360 Youth Business (a "360 Youth Material Adverse Effect")Effect on the Company. MarketSource The Seller has delivered to Alloy true the Buyer true, correct and complete copies of the operating agreement of the Company, including all amendments (the “Operating Agreement”) and the Certificate of Incorporation and by-laws of MarketSource, in each case as amended to the date hereof. As used herein, "Certificate of Incorporation" shall mean the certificate of incorporation, and all amendments thereto, Formation of the named corporation, as the same may have been restated, and all amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatementCompany.

Organization; Good Standing; Qualification and Power. MarketSource ---------------------------------------------------- Each of the Sellers (i) is a corporation duly organized, validly existing and in good standing under the laws of the State its respective jurisdiction of Delawareincorporation, (ii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and as proposed to be conducted, to enter into this Agreement and the Related Agreements to which MarketSource is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (iii) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Disclosure Schedule and in all other jurisdictions where the failure to be so qualified and in good standing would have have, either individually or in the aggregate, a material adverse effect on MarketSource, the 360 Youth Business Company or either of the businessSubsidiaries or any of their respective businesses, properties, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs of MarketSource or of the 360 Youth Business (each, a "360 Youth Material Adverse EffectMATERIAL ADVERSE EFFECT"). MarketSource The Company has delivered to Alloy true and complete copies of the Certificate Certificates of Incorporation and by-laws of MarketSourcethe Company and each Subsidiary, in each case as amended to the date hereof. As used hereinSection 3.1(a) of the Disclosure Schedule sets forth a true and complete list of the names, addresses and titles of the directors and officers of the Company and each Subsidiary. For purposes hereof, the term "Certificate of IncorporationCERTIFICATE OF INCORPORATION" shall mean mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporationincorporation or organization, and all any amendments thereto, of the named corporation, as the same may have been restated, and all any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

Organization; Good Standing; Qualification and Power. MarketSource ---------------------------------------------------- The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts, (ii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and as proposed to be conducted, to enter into this Agreement Agreement, the Certificate of Merger, the Articles of Merger and the other Related Agreements (as defined below) to which MarketSource the Company is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (iii) except is qualified and in good standing to do business as set forth a foreign corporation and is in good standing under the laws of each of the jurisdictions listed in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other which constitute the only jurisdictions where the failure to be so qualified and in good standing would could have a material adverse effect on MarketSource, the 360 Youth Business or the business, properties, financial condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs operations of MarketSource or of the 360 Youth Business Carnegie (a "360 Youth Material Adverse Effect"). MarketSource The Company has delivered to Alloy true and complete copies of the Certificate of Incorporation Charter and by-laws of MarketSourcethe Company, in each case as amended to the date hereof. As used herein, "Certificate of IncorporationCharter" shall mean mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporationincorporation or organization, and all any amendments thereto, of the named corporation, as the same may have been restated, and all any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement. Except for Carnegie or as otherwise disclosed in Section 3.1(a) of the Disclosure Schedule, the Company has never had, nor does it currently have, any subsidiaries, nor has it ever owned, nor does it currently own, any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture or other entity.

Organization; Good Standing; Qualification and Power. MarketSource ---------------------------------------------------- Each of the Company and the wholly-owned subsidiary of the Company set forth in the Company Disclosure Schedule (ithe "Company Sub"): (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, New Jersey; (iib) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, conducted and as currently proposed to be conducted, to enter into this Agreement and the Related Agreements to which MarketSource is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby ; and (iiic) except as set forth in Section 3.1(a) of the Disclosure Schedule, is duly qualified and in good standing to do business in those all jurisdictions listed in Section 3.1(a) of Disclosure Schedule and in all other jurisdictions where which the failure to be so qualified and in good standing would could reasonably be expected to have a material adverse effect on MarketSource, the 360 Youth Business or the business, properties, Liabilities, assets, operations, results of operations, condition (financial or otherwise), assets, liabilities, operations, results of operations, prospects or affairs of MarketSource or of the 360 Youth Business (a "360 Youth Material Adverse Effect")) of the Company. MarketSource The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Alloy Parent true and complete copies of the Certificate of Incorporation Charter and by-laws of MarketSourcethe Company and the Company Sub, respectively, in each case as amended to the date hereof. As used hereinin this Agreement, "Certificate of IncorporationCertificate" shall mean mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporationincorporation or organization, and all any amendments thereto, of the named corporation, as the same may have been restated, and all any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.