Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of (a) The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state jurisdiction of Nevada its incorporation and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on Acquirorthe Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of Acquirorthe Company's Articles of Association and Bylaws and Sub's articles certificate of incorporation and bylaws which have been delivered to Target CNT are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2effect.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub R&B is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on AcquirorR&B. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to R&B or Parent, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of R&B and its Subsidiaries (as defined in Section 10.11), taken as a whole, or Parent and its Subsidiaries, taken as a whole, as the case may be. The copies of AcquirorR&B's Articles of Association and Bylaws and Sub's articles certificate of incorporation and bylaws by-laws which have been delivered to Target FDC are complete and correct and in full force and effect on the date hereof. Each of AcquirorR&B's Significant Subsidiaries (as defined in Section 9.1110.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. R&B. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorR&B's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by AcquirorR&B, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror R&B is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2R&B other than options to purchase common stock of Devco issued pursuant to the Reading & Xxxxx Development Co. 1997 Incentive Plan (the "Devco Plan").

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on Acquirorthe Company. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Company or Parent, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries (as defined in Section 8.12), taken as a whole, or Parent and its Subsidiaries, taken as a whole, as the case may be. The copies of Acquirorthe Company's Articles of Association and Bylaws and Sub's articles certificate of incorporation and bylaws by-laws which have been delivered to Target Parent are complete and correct and in full force and effect on the date hereofeffect. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.11) is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries which are corporations are validly issued, fully paid and non-assessable and all the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or mortgages, encumbrances, except for restrictions contained pledges, security interests, equities or charges of any kind (each, a "Lien"). Other than as set forth in credit partnership agreements and similar instruments relating to which Acquiror is a party under which no event partnerships involving the Company or any of default has occurred or arisen. There its Subsidiaries, there are no existing optionsoptions (other than the Option Agreement), rights of first refusal, preemptive rights, calls calls, claims or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2the Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada California and each has the all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, would not have a Material Adverse Effect on Acquirorthe Company. The Company Disclosure Letter lists the locations of all offices of the Company or any of its Subsidiaries. The copies of Acquirorthe Company's Restated and Amended Articles of Association Incorporation and Bylaws and Sub's articles of incorporation and bylaws by laws which have been delivered made available to Target Parent are complete and correct and in full force and effect on the date hereof. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for such jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, not have a Material Adverse Effect on Acquirorthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquirorthe Company. SECTION 5.2The Company has made available to Parent a complete and correct copy of the charter and by laws or other organizational documents of each of the Subsidiaries, each as amended to the date hereof and each such document is in full force and effect. As used in this Agreement, "Subsidiary" means with respect to the Company, Parent or Merger Sub, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries or by such party and one or more of its respective Subsidiaries.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of Parent and in good standing under the laws of The Netherlands and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Nevada organization and each has the all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. The copies of AcquirorParent's Articles certificate of Association incorporation, as amended, and Bylaws by laws, as amended, and Merger Sub's articles certificate of incorporation and bylaws by laws which have been delivered made available to Target the Company are complete and correct and in full force and effect on the date hereof. Each of AcquirorParent's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorParent's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2.and

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub FDC is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorFDC. The copies of AcquirorFDC's Articles Restated Certificate of Association Incorporation and Bylaws and Sub's articles of incorporation and bylaws by-laws which have been delivered to Target R&B are complete and correct and in full force and effect on the date hereof. Each of AcquirorFDC's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorFDC. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorFDC's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by AcquirorFDC, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror FDC is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2FDC.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of Parent and in good standing under the laws of The Netherlands and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Nevada organization and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AcquirorParent. The copies of AcquirorParent's Articles of Association Incorporation, as amended, and Amended and Restated Bylaws and Merger Sub's articles of incorporation charter and bylaws which have been delivered made available to Target Company are complete and correct and in full force and effect on the date hereofof this Agreement. Each of AcquirorParent's Significant Subsidiaries (as defined in Section 9.11) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AcquirorParent. All Except as disclosed in Parent Filed SEC Reports, all the outstanding shares of capital stock of, or other ownership interests in, AcquirorParent's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable nonassessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrancesLiens, except for restrictions contained in credit agreements and similar instruments to which Acquiror Parent is a party under which no event of default has occurred or arisenparty. There Except as disclosed in the Parent Filed SEC Reports, there are no existing optionsoptions (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent or Merger Sub.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of Parent and in good standing under the laws of The Netherlands and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Nevada organization and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. The copies of AcquirorParent's Articles of Association Incorporation, as amended, and Bylaws Amended and Restated By-laws and Merger Sub's articles of incorporation charter and bylaws by-laws which have been delivered to Target the Company are complete and correct and in full force and effect on the date hereof. Each of AcquirorParent's Significant Subsidiaries (as defined in Section 9.11) is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorParent's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror Parent is a party under which no event of default has occurred or arisenparty. There are no existing optionsoptions (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent or Merger Sub.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of Parent and in good standing under the laws of The Netherlands and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Nevada organization and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. The copies of AcquirorParent's Articles of Association Incorporation, as amended, and Bylaws Amended and Restated By-laws and Merger Sub's articles of incorporation charter and bylaws by-laws which have been delivered made available to Target the Company are complete and correct and in full force and effect on the date hereof. Each of AcquirorParent's Significant Subsidiaries (as defined in Section 9.11) is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorParent's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror Parent is a party under which no event of default has occurred or arisenparty. There Except as disclosed in the Parent SEC Reports, there are no existing optionsoptions (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent or Merger Sub.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of Parent and in good standing under the laws of The Netherlands and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Nevada organization and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect on AcquirorParent or Merger Sub. The copies of AcquirorParent's Articles of Association Incorporation, as amended, and Bylaws Amended and Restated By-laws and Merger Sub's articles of incorporation charter and bylaws by-laws which have been delivered made available to Target the Company are complete and correct and in full force and effect on the date hereofof this Agreement. Each of AcquirorParent's Significant Subsidiaries (as defined in Section 9.11a) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (b) has the corporate, partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and (c) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except in case of clauses (a) and (c) for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect on AcquirorParent or Merger Sub and except in the case of clause (b) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorParent's Significant Subsidiaries and Merger Sub are (y) validly issued, fully paid and non-assessable and are (z) owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrancesLiens, except in the case of clause (y) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent and except in the case of clause (z) for restrictions contained in credit agreements and similar instruments to which Acquiror Parent is a party under which no event of default has occurred or arisenand for such exceptions as would be immaterial to Parent. There Except as disclosed in Parent SEC Reports, there are no existing optionsoutstanding subscriptions, warrants, options (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or rights or other arrangements or commitments obligating any Subsidiary of the Parent or Merger Sub to issue any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent or Merger Sub, except as would be immaterial to Parent.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Target is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on Target. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Target or Acquiror, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of continuing operations or financial condition of Target and its Subsidiaries, taken as a whole, or Acquiror and its Subsidiaries (as defined in Section 9.11), taken as a whole, as the case may be. A Material Adverse Effect shall not be deemed to include material adverse changes affecting the oilfield services industry or the United States economy generally. The copies of AcquirorTarget's Articles of Association Incorporation and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target Acquiror are complete and correct and in full force and effect on the date hereof. Each Except as set forth on Schedule 4.1, each of AcquirorTarget's Significant Subsidiaries (as defined in Section 9.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorTarget. All Except as set forth on Schedule 4.1, all the outstanding shares of capital stock of, or other ownership interests in, AcquirorTarget's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by AcquirorTarget, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror Target is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of AcquirorTarget. SECTION 5.24.2.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own its properties and assets and to carry on its business as it is now being conducted and conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.12) on Acquirorthe Company. The copies of Acquirorthe Company's Articles of Association and Bylaws and Sub's articles certificate of incorporation and bylaws by-laws which have been delivered to Target Newco are complete and correct and in full force and effect on the date hereofeffect. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.118.12) is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own its properties and to carry on its business as it is now being conducted, and . Each of the Company's Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries which are corporations are validly issued, fully paid and non-assessable and all the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or mortgages, encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is pledges, security interests, equities or charges of any kind (each, a party under which no event of default has occurred or arisen"Lien"). There are no existing options, rights of first refusal, preemptive rights, calls calls, claims or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2the Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on Acquirorthe Company. The copies of Acquirorthe Company's Articles of Association charter and Bylaws and Sub's articles of incorporation and bylaws by-laws which have been delivered made available to Target Parent are complete and correct and in full force and effect on the date hereof. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.11Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act")) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on Acquirorthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2the Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of Parent and in good standing under the laws of The Netherlands and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Nevada organization and each has the all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. The copies of AcquirorParent's Articles certificate of Association incorporation, as amended, and Bylaws by laws, as amended, and Merger Sub's articles certificate of incorporation and bylaws by laws which have been delivered made available to Target the Company are complete and correct and in full force and effect on the date hereof. Each of AcquirorParent's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorParent's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained as set forth in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisenthe Parent Disclosure Letter. There Except as disclosed in the Parent SEC Reports, there are no existing optionsoptions (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent or Merger Sub.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AcquirorCompany. The copies of AcquirorCompany's Articles of Association and Bylaws and Sub's articles of incorporation charter and bylaws which have been delivered to Target made available for inspection by Parent are complete and correct and in full force and effect on the date hereofof this Agreement. Each of AcquirorCompany's Significant Subsidiaries (as defined in Section 9.11) is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, limited partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AcquirorCompany. Company has made available for inspection by Parent true and correct copies of the charter and bylaws of each significant Subsidiary (as defined in Regulation S-X promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT")) ("SIGNIFICANT SUBSIDIARY") and each such organizational document is in full force and effect on the date of this Agreement. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorCompany's Significant Subsidiaries are validly issued, fully paid and non-assessable nonassessable and are owned by AcquirorCompany, directly or indirectly, free and clear of any encumbrance, hypothecation, infringement, lien, mortgage, pledge, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge or claim of any nature whatsoever of, on, or with respect to any asset, property or property interest, not including (i) liens for water and sewer charges and current taxes not yet due and payable or being contested in good faith, (ii) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar liens arising or incurred in the ordinary course of business (iii) all liens, claims, charges liens approved in writing by Parent or encumbrances, except for (iv) restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred on transfer imposed by federal or arisenstate securities laws ("LIENS"). There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Target is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on Target. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Target or Acquiror, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of continuing operations or financial condition of Target and its Subsidiaries, taken as a whole, or Acquiror and its Subsidiaries (as defined in Section 9.11), taken as a whole, as the case may be. A Material Adverse Effect shall not be deemed to include material adverse changes affecting the oil field services industry or the United States economy generally. The copies of AcquirorTarget's Articles of Association Incorporation and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target Acquiror are complete and correct and in full force and effect on the date hereof. Each Except as set forth on Schedule 4.1, each of AcquirorTarget's Significant Subsidiaries (as defined in Section 9.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorTarget. All Except as set forth on Schedule 4.1, all the outstanding shares of capital stock of, or other ownership interests in, AcquirorTarget's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by AcquirorTarget, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror Target is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of AcquirorTarget. SECTION 5.24.2.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on Acquirorthe Company. The copies of Acquirorthe Company's Articles of Association charter and Bylaws and Sub's articles of incorporation and bylaws by-laws which have been delivered to Target Parent are complete and correct and in full force and effect on the date hereof. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on Acquirorthe Company. The Company has previously provided to Parent true and correct copies of the articles and by-laws of each Material Subsidiary (as defined in Regulation S-K promulgated under the Securities Act of 1933) and each such organizational document is in full force and effect on the date hereof. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror the Company is a party under which no event of default has occurred or arisenparty. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2the Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on Acquirorthe Company. The copies of Acquirorthe Company's Articles of Association charter and Bylaws and Sub's articles of incorporation and bylaws by-laws which have been delivered to Target Parent are complete and correct and in full force and effect on the date hereof. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on Acquirorthe Company. The Company has previously provided to Parent true and correct copies of the articles and by-laws of each Material Subsidiary (as defined in Regulation S-K promulgated under the Securities Act of 1933) and each such organizational document is in full force and effect on the date hereof. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries are validly issued, fully paid and non-non- assessable and are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror the Company is a party under which no event of default has occurred or arisenparty. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2the Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of Parent and in good standing under the laws of The Netherlands and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of Nevada organization and each has the corporate all requisite power and authority authority, corporate and otherwise, to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. The copies of AcquirorParent's Articles Certificate of Association Incorporation, as amended, and Bylaws By-laws and Merger Sub's articles of incorporation charter and bylaws by-laws which have been delivered made available to Target the Company are complete and correct and in full force and effect on the date hereof. Each of AcquirorParent's Significant Subsidiaries (as defined in Section 9.11) is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the all requisite power and authority authority, corporate and otherwise, to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on AcquirorParent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorParent's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror Parent is a party under which no event of default has occurred or arisenparty. There Except as disclosed in the Parent SEC Reports, there are no existing optionsoptions (except for those set forth in Section 4.2 below), rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent or Merger Sub.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on Acquirorthe Company. The copies of Acquirorthe Company's Articles of Association charter and Bylaws and Sub's articles of incorporation and bylaws by-laws which have been delivered made available to Target Parent are complete and correct and in full force and effect on the date hereof. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.11Regulation S-X promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT")) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on Acquirorthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2the Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of PPC and in good standing under the laws of The Netherlands and Merger Sub is and will be upon the Effective Time a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada and each Delaware. PPC has the corporate all requisite power and authority to own own, lease and operate its properties and assets and to carry on its business as it is now being presently conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership leasing of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would notstanding, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on AcquirorPPC. All The copies of the outstanding shares PPC Certificate of capital stock of, or other ownership interests in, AcquirorIncorporation and Bylaws in existence on the date hereof are included as part of Section 4.1 of the PPC Disclosure Schedule and are complete and correct and in full force and effect on the date hereof. Each of PPC's Significant Subsidiaries are is a corporation or (as indicated in Section 4.1 of the PPC Disclosure Schedule) other legal entity duly organized, validly issuedexisting and, fully paid to the extent such concept or similar concept exists in the relevant jurisdiction, in good standing under the laws of the state or other jurisdiction of its incorporation or other organization, has all requisite power and non-assessable authority to own, lease and are owned by Acquiror, directly operate its properties and assets and to carry on its business as presently conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or indirectly, free and clear leasing of all liens, claims, charges its property or encumbrancesthe conduct of its business requires such qualification, except for restrictions contained jurisdictions in credit agreements which the failure to be so qualified or to be in good standing, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on PPC. All of the Subsidiaries of PPC and similar instruments to which Acquiror is their respective jurisdictions of incorporation or organization (together with a party under which no event designation of default has occurred or arisen. There those Subsidiaries constituting Significant Subsidiaries of PPC) are no existing options, rights identified in Section 4.1 of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2PPC Disclosure Schedule.

Organization, Qualification, Etc. Acquiror The Company is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a --------------------------------- corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada and each Delaware, has the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on Acquirorthe Company or delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Company or the Parent, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations, assets, liabilities or financial condition of the Company and its Subsidiaries, taken as a whole, or the Parent and its Subsidiaries, taken as a whole, as the case may be. The Company has delivered or made available to the Parent copies of Acquiror's Articles of Association and Bylaws and Sub's articles the certificate of incorporation and bylaws which have been delivered to Target by-laws or other similar organizational documents for the Company and each of its Significant Subsidiaries. Such certificates of incorporation and by-laws or other organizational documents are complete and correct and in full force and effect on effect, and neither the date hereofCompany nor any of its Significant Subsidiaries is in violation of any of the provisions of their respective certificates of incorporation, by-laws or similar organizational documents. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or mortgages, encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is pledges, security interests, equities or charges of any kind (each, a party under which no event of default has occurred or arisen"Lien"). There Other than the Subsidiaries, there are no existing optionsother Persons in which the Company owns, rights of first refusal, preemptive rights, calls record or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests inbeneficially, any Significant Subsidiary of Acquiror. SECTION 5.2direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing Each of the Parent and in good standing under -------------------------------- the laws of The Netherlands and Sub Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of Nevada and each its incorporation, has the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Parent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Parent or the Purchaser from performing its obligations hereunder. The Parent has delivered or made available to the Company copies of Acquiror's Articles of Association and Bylaws and Sub's the articles of incorporation and bylaws which have been delivered to Target by-laws for the Parent and the certificate of incorporation and by-laws for the Purchaser. Such organizational documents are complete and correct and in full force and effect on effect, and neither the date hereofParent nor the Purchaser is in violation of any of the provisions of their respective certificates of incorporation or by-laws. Each of Acquirorthe Parent's Significant Subsidiaries (as defined in Section 9.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be organized, existing and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Parent is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorParent. The copies of Acquirorthe Parent's Articles of Association and Bylaws and Sub's articles certificate of incorporation and bylaws by-laws which have been delivered to Target the Company are complete and correct and in full force and effect on the date hereofeffect. Each of Acquirorthe Parent's Significant Subsidiaries (as defined in Section 9.11including Merger Sub) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Parent. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Parent's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisenLiens. There are no existing options, rights of first refusal, preemptive rights, calls calls, claims or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Katy is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own and lease its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect (as hereinafter defined) on the date hereofKaty Group. Each Except as set forth on Schedule 3.2(a), Katy owns, directly or indirectly, all of Acquiror's Significant Subsidiaries the capital stock of --------------- each of the corporations and all of the equity interest of each of the other entities set forth on Schedule 3.1 (each a "Subsidiary" and collectively, the ------------ "Subsidiaries"). Except as defined in Section 9.11) set forth on Schedule 3.1, each Subsidiary is duly organized, ------------ and validly existing organized and in good standing under the laws of its the jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry listed on its business as it is now being conductedSchedule 3.1, and each Subsidiary is duly qualified to do business and is as a foreign ------------ corporation or other entity in good standing in each jurisdiction in which the ownership of its property or where the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Katy Group. All Except as set forth in Schedule 3.2(a), Katy --------------- does not own, and does not have any obligation to acquire, any equity interest in any business enterprise other than the outstanding shares Subsidiaries. As used in this Agreement, any reference to any state of capital stock facts, event, change or effect having a "Material Adverse Effect" on or with respect to the Katy Group or Purchaser means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the financial condition, businesses, operations, properties (including tangible properties), results of operations, assets (including, without limitation, any Material Contract) or prospects of Katy and the Subsidiaries (collectively, the "Katy Group"), taken as a whole, or of Purchaser, as the case may be; 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 or will be, a Material Adverse Effect on or with respect to the Katy Group: any adverse circumstance, change in, or effect relating to (i) the announcement or pendency of the Offer or the Preferred Stock Purchase, (ii) compliance with the terms of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments the taking of any character relating action required or contemplated by, this Agreement or (iii) actions required to be taken under applicable laws, rules or regulations, so long as any such action does not disproportionately affect the Katy Group, taken as a whole; and provided, further, that a change in the market price or trading volume of the Katy Common Stock shall not, in itself, be deemed to constitute a Material Adverse Effect on or with respect to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Katy Group.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Texas and each has the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Company. The copies of Acquirorthe Company's Articles of Association Incorporation, as amended, and Bylaws and Sub's articles of incorporation and bylaws Bylaws, as amended, which have been delivered to Target Parent are complete and correct and in full force and effect on the date hereofof this Agreement. Each of Acquirorthe Company's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be (if applicable) in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Company's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquirorthe Company, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror the Company is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2the Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AcquirorCompany. The copies of AcquirorCompany's Articles of Association and Bylaws and Sub's articles of incorporation charter and bylaws which have been delivered to Target made available for inspection by Parent are complete and correct and in full force and effect on the date hereofof this Agreement. Each of AcquirorCompany's Significant Subsidiaries (as defined in Section 9.11) is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, limited partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AcquirorCompany. Company has made available for inspection by Parent true and correct copies of the charter and bylaws of each significant Subsidiary (as defined in Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act")) ("Significant Subsidiary") and each such organizational document is in full force and effect on the date of this Agreement. All the outstanding shares of capital stock of, or other ownership interests in, AcquirorCompany's Significant Subsidiaries are validly issued, fully paid and non-assessable nonassessable and are owned by AcquirorCompany, directly or indirectly, free and clear of any encumbrance, hypothecation, infringement, lien, mortgage, pledge, restriction, security interest, title retention or other security arrangement, or any adverse right or interest, charge or claim of any nature whatsoever of, on, or with respect to any asset, property or property interest, not including (i) liens for water and sewer charges and current taxes not yet due and payable or being contested in good faith, (ii) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar liens arising or incurred in the ordinary course of business (iii) all liens, claims, charges liens approved in writing by Parent or encumbrances, except for (iv) restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred on transfer imposed by federal or arisenstate securities laws ("Liens"). There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Company.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Parent is a corporation duly organized, validly existing and in good standing under the laws of the state State of Nevada Delaware and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorParent. The copies of Acquirorthe Parent's Articles of Association and Bylaws and Sub's articles certificate of incorporation and bylaws by-laws which have been delivered to Target the Company are complete and correct and in full force and effect on the date hereofeffect. Each of Acquirorthe Parent's Significant Subsidiaries (as defined in Section 9.11including Merger Sub) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Parent. All the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Parent's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisenLiens. There are no existing options, rights of first refusal, preemptive rights, calls calls, claims or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of AcquirorParent. SECTION 5.2Section IV.2.

Organization, Qualification, Etc. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub Parent is a corporation --------------------------------- duly organized, validly existing and in good standing under the laws of the state State of Nevada North Carolina and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on AcquirorParent. The copies of Acquirorthe Parent's Articles of Association and Bylaws and Sub's articles certificate of incorporation and bylaws by-laws which have been delivered to Target the Company are complete and correct and in full force and effect on the date hereofeffect. Each of Acquirorthe Parent's Significant Subsidiaries (as defined in Section 9.11including Merger Sub) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquirorthe Parent. All Except as set forth in Section 4.1 of the Parent Disclosure Schedule, all the outstanding shares of capital stock of, or other ownership interests in, Acquirorthe Parent's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by AcquirorParent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisenLiens. There are no existing options, rights of first refusal, preemptive rights, calls calls, claims or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2Parent.