Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Parent and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than such franchisesthan, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregatecase of Parent’s Subsidiaries, where the failure to be so organized or to have such power, authority or standing has not had and would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect Material Adverse Effect on the ability of the Company to perform Parent and its obligations under this Agreement or on the ability of the Company to consummate the Transactions Subsidiaries, taken as a whole (a “Company Parent Material Adverse Effect”). The Company Each of Parent and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets or properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent has delivered heretofore made available to the Parent true Company complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existParent, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither Parent nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than such franchisesthan, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregatecase of the Company’s Subsidiaries, where the failure to be so organized or to have such power, authority or standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets or properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existCompany, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company Parent and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of Parent’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). Each of Parent and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or its properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Each of Parent and Merger Sub has delivered heretofore made available to the Parent true Company complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existParent, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither Parent nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of the Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets or properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existCompany, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the The Company is a corporation duly organized and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Company's Subsidiaries has been duly formed and is validly existing under the laws of the jurisdiction of its formation except where the failure of a Subsidiary to be duly formed and validly existing in which it is organized and has the corporate power and authority and possesses all governmental franchisessuch jurisdictions could not reasonably be expected, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, either individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability . Each of the Company to perform and its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary Subsidiaries is duly qualified and in good standing to do business in each jurisdiction where in which the nature of its business or its the ownership or leasing of its properties make makes such qualification necessary except necessary, other than, with respect to the Subsidiaries, in such jurisdictions where the failure so to so qualify would could not reasonably be expected expected, either individually or in the aggregate, to have a Company Material Adverse EffectEffect on the Company. Each of the Company and its Subsidiaries has the requisite corporate power and authority to own, lease and operate its properties and conduct its business as currently or proposed to be conducted, except, with respect to the Subsidiaries, where the lack of such requisite power could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company. The Company has delivered previously furnished to the Parent true true, complete and complete correct copies of the memorandum and articles of association Organizational Documents of the Company and such other constituent instruments of the Company its Subsidiaries as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through effect on the date of this Agreement, and neither the Company nor its Subsidiary is in default thereunder or acting in conflict therewith.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum certificate of incorporation and articles of association bylaws of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Interbrew, Mergeco and its subsidiaries (the “Company Subsidiaries”) Labatt Holdco is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (to the extent recognized by the laws of the jurisdiction in which it is organized). Each of Interbrew, Mergeco and Labatt Holdco has the full power (corporate power or otherwise) and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, have not had or would not reasonably be expected to have an Interbrew Material Adverse Effect. Each of Interbrew, Mergeco and Labatt Holdco is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company an Interbrew Material Adverse Effect. The Company Each of Mergeco and Labatt Holdco has delivered made available, or will have made available by Closing, to the Parent AmBev true and complete copies of the memorandum and its charter documents, articles of association of incorporation, by-laws or other governing documents, as the Company and such other constituent instruments of the Company as case may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiarybe, in each case as amended through the date of this Agreementto date.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”"), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate power and authority and possesses all governmental franchisescase of good standing, licensesto the extent such jurisdiction recognizes such concept), permitsexcept, authorizations and approvals necessary in the case of the Company Subsidiaries, where the failure to enable it to ownbe so organized, lease existing or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of whichin good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite power and authority and possesses all Permits necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents and other constituent instruments by-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”).

Organization, Standing and Power. Each of the Company and its subsidiaries each subsidiary of the Company, including the New York Company (the each, a “Company SubsidiariesSubsidiary”) ), is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate power and authority and possesses all governmental franchisescase of good standing, licensesto the extent such jurisdiction recognizes such concept), permitsexcept, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, in the case of the Company Subsidiaries (other than such franchisesthe New York Company), licenseswhere the failure to be so organized, permits, authorizations and approvals the lack of whichexisting or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). Each of the Company and each Company Subsidiary has all requisite corporate power and authority to conduct its businesses as presently conducted. The Company and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make makes such qualification necessary except where or license necessary, other than jurisdictions in which the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The New York Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), Charter and the comparable charter, organizational documents and other constituent instruments of each New York Company SubsidiaryBylaws, in each case as amended through the date of this Agreement., are substantially in the forms attached hereto as Exhibits E and F, respectively. The name of the New York Company under which it was formed was TerraForm Power NY Holdings, Inc.

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association incorporation and bylaws of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum certificate of organization and articles of association operating agreement of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Ohm and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of Ohm’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on Ohm and its Subsidiaries, taken as a whole (an “Ohm Material Adverse Effect”). Each of Ohm and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or its properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company an Ohm Material Adverse Effect. The Company Ohm has delivered heretofore made available to the Parent true Firefly complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existOhm, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Ohm is in full force and effect, and neither Ohm nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles Articles of association Incorporation of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Firefly and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of Firefly’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on Firefly and its Subsidiaries, taken as a whole (a “Firefly Material Adverse Effect”). Each of Firefly and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Firefly Material Adverse Effect. The Company Firefly has delivered heretofore made available to the Parent true Ohm complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existFirefly, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Ohm is in full force and effect, and neither Firefly nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Group Company and its subsidiaries (Subsidiaries is a corporation, partnership or limited liability company duly incorporated, organized or formed, as the “Company Subsidiaries”) is duly organizedcase may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation, organization or formation, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of each Group Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on each Group Company and would not reasonably be expected to have its Subsidiaries, taken as a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each Group Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets and properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Each Group Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each of the Company and such other constituent instruments of the Company as may existits Subsidiaries, each as amended prior to the date execution of this Agreement (and each as so amended, the “Company Constituent Instruments”)made available to Parent is in full force and effect, and neither Group Company nor any of its Subsidiaries is in violation of any of the comparable charter, organizational documents and other constituent instruments provisions of each Company Subsidiary, in each case as amended through the date of this Agreementsuch Organizational Documents.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized incorporated and has the requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified to conduct do business, and is in good standing, in each jurisdiction where the character of its businesses as presently conductedproperties owned or held under lease or the nature of its activities makes such qualification necessary, other than such franchises, licenses, permits, authorizations and approvals except where the lack of whichfailure to be so qualified would not reasonably be expected to, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and Sub complete and correct copies of the memorandum Second Restated Certificate of Incorporation and articles of association By-Laws of the Company and such other constituent instruments the comparable governing documents of the Company as may existeach of its Subsidiaries, in each case as amended to the date of this Agreement Agreement. Other than as set forth in Section 4.1 of the Company's disclosure letter (as so amended, the “"Company Constituent Instruments”), and Disclosure Letter") delivered concurrently with the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries in any material respect.

Organization, Standing and Power. Each Except as set forth on Schedule 4.1 of the Company Disclosure Letter, each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of the Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each of the Company and such other constituent instruments of the Company as may existits Subsidiaries, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized and has the full corporate power and authority authority, and possesses all governmental franchisesapprovals, authorizations, certificates, filings, licenses, permitsand permits (including, without limitation, all authorizations and approvals necessary under Environmental Laws) (collectively, “Permits”) necessary, to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except for such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has Permits that are not had and would not reasonably be expected material to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of and the Company to consummate the Transactions (Subsidiaries, taken as a “Company Material Adverse Effect”)whole. The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than where the failure to be so qualify qualified would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. The Company has delivered made available to Parent prior to the Parent date of this Agreement true and complete copies of the memorandum Amended and articles Restated Certificate of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the Bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”each, a "COMPANY SUBSIDIARY") (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized organized, other than defects in such organization, existence or good standing that, individually and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and (b) has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such corporate power and authority, franchises, licenses, permits, authorizations and approvals the lack of which, individually or and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except where or the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”"COMPANY CHARTER"), and the comparable charterby-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this AgreementAgreement (as so amended, the "COMPANY BY-LAWS").

Organization, Standing and Power. Each of the Company and each of its wholly-owned subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as presently conducted, other than except with respect to the Company Subsidiaries, where the failure to be so organized, existing or in good standing or have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected likely to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary is duly qualified or licensed to do business and is in good standing (to the extent the concept is recognized by such jurisdiction) in each jurisdiction where the nature of its business or its ownership ownership, leasing or leasing operation of its properties make makes such qualification necessary or licensing necessary, except where the failure to be so qualify qualified or licensed or to be in good standing, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may existParent, each as amended prior to the date of this Agreement (as so amendedAgreement, complete and accurate copies of the “Company Constituent Instruments”), Certificate and the comparable charter, organizational documents and other constituent instruments of each Company SubsidiaryBylaws, in each case as amended through to the date hereof. The Company Certificate and Company Bylaws so made available are in full force and effect, and the Company is not in violation of this Agreementsuch Company Certificate or Company Bylaws.

Organization, Standing and Power. Each of the Company and each of its subsidiaries Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than where the failure to possess any such franchisesfranchise, licenseslicense, permitspermit, authorizations and approvals the lack of which, individually authorization or in the aggregate, has not had and would not approval is reasonably be expected likely to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary necessary, except where for such jurisdictions in which the failure to be so qualify would qualified is not reasonably be expected likely to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles certificates of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company --------------------------------- and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, -------------------- validly existing and in good standing under the laws of the jurisdiction in which it is organized organized, and has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure (i) to be duly organized, validly existing and in good standing, in each case, other than any such failure in respect of the Company or the Partnership (as defined in Section 6.12(b)), or (ii) to have such power or authority or to possess such franchises, licenses, permits, authorizations and approvals the lack of whichapprovals, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, Company (a "Company Material ---------------- Adverse Effect") or a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to -------------- consummate the Transactions (a “Company Material Adverse Effect”)transactions contemplated by this Agreement. The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where other than such failures to qualify that, individually or in the failure to so qualify aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles certificates of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (the "Company Charter"), and the By-laws of the Company, as so amended, amended to the “date of ---------------- this Agreement (the "Company Constituent Instruments”By-laws"), and the comparable charter, charter and --------------- organizational documents and other constituent instruments of each Company Subsidiary, in each case case, as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such concept is applicable in the case of any jurisdiction outside the United States), except, in the case of the Company Subsidiaries, where the failure to be so organized, exist or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent true Parent, prior to execution of this Agreement, accurate and complete copies of (a) the memorandum and articles Memorandum of association Association of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsMemorandum of Association”), ) and (b) the comparable charter, organizational documents amended and other constituent instruments restated bye-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bye-laws”).

Organization, Standing and Power. Each of the Company and its subsidiaries each subsidiary of the Company (the each, a “Company SubsidiariesSubsidiary”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary has the all requisite corporate power and authority and possesses has obtained all governmental franchises, licenses, permits, authorizations authorizations, variances, exemptions, orders, registrations, clearances and approvals (collectively, “Permits”) necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals Permits the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make makes such qualification necessary except where or license necessary, other than jurisdictions in which the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum Amended and articles Restated Articles of association Incorporation of the Company (the “Company Charter”) and such other constituent instruments the Amended and Restated Bylaws of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsBylaws”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized organized, other than, in the case of the Company Subsidiaries, for such failures which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, and has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals Permits necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals except to the extent that the lack of whichsuch Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and the Company Subsidiaries is duly qualified to do business in each jurisdiction (a) listed in Section 4.01 of the Company Disclosure Letter and (b) where the nature of its business or its ownership of its properties make such qualification necessary, except in such jurisdictions where the failure to be so qualified, individually or in the aggregate, has delivered not had or would not reasonably be expected to the Parent true have a Company Material Adverse Effect. True and complete copies of the memorandum Company Charter, the Company By-laws and articles the comparable organizational documents (and in each case all amendments thereto) of association each of the Company and such other constituent instruments Subsidiaries as in effect immediately prior to the date hereof have been delivered to Parent. None of the Company as may exist, each as amended to the date or any Company Subsidiary is in violation of this Agreement any term of its respective certificate of incorporation or by-laws (as so amended, the “Company Constituent Instruments”or other organizational documents), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent true Parent, prior to execution of this Agreement, accurate and complete copies of the memorandum and articles Memorandum of association Association of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsMemorandum of Association”), ) and the comparable charter, organizational documents amended and other constituent instruments restated bye-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company Bye-laws”).

Organization, Standing and Power. Each of the The Company and each -------------------------------- of its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized incorporated and has the requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified to conduct do business, and is in good standing, in each jurisdiction where the character of its businesses as presently conductedproperties owned or held under lease or the nature of its activities makes such qualification necessary, other than such franchises, licenses, permits, authorizations and approvals except where the lack of whichfailure to be so qualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and Acquiror complete and correct copies of the memorandum Restated Articles of Incorporation and articles of association By-Laws of the Company and such other constituent instruments the comparable governing documents of the Company as may existeach of its Subsidiaries, in each case as amended to the date of this Agreement Agreement. Other than as set forth in Section 3.1 of the Company's disclosure letter (as so amended, the “"Company Constituent Instruments”), and Disclosure Letter") delivered concurrently with the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries in any material respect.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company SubsidiariesSubsidiaries ”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles Articles of association Incorporation of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (each of the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum amended and restated articles of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents amended and other constituent instruments restated by-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”).

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchisesexcept, licensesas to Company Subsidiaries, permitsfor those jurisdictions where the failure to be so organized, authorizations and approvals the lack of whichexisting or in good standing would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary necessary, except where the failure to be so qualify would qualified has not had nor could reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to Parent prior to the Parent date of this Agreement true and complete copies of the memorandum Third Amended and articles Restated Certificate of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the Amended and Restated Bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries Subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary necessary, except where the failure to be so qualify qualified would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent Purchaser true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Parent and each of its subsidiaries subsidiaries, including Newco (the “Company "Parent Subsidiaries”) "), is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted as of the date of this Agreement, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions Parent (a “Company "Parent Material Adverse Effect”"). The Company Parent and each Company Parent Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where necessary, other than such qualifications the failure to so qualify would lack of which, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has delivered made available to the Parent Company true and complete copies of the memorandum amended and restated articles of association incorporation of the Company and such other constituent instruments of the Company as may existParent, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”"Parent Charter"), and the By-laws of Parent, as amended to the date of this Agreement (as so amended, the "Parent By-laws"), and the comparable charter, charter or organizational documents of Newco and each other constituent instruments of each Company Parent Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement the Transaction Agreements or on the ability of the Company to consummate the Merger and the other Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company Bylaws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing (or as applicable in the appropriate jurisdiction) under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where the failure to be so qualify would qualified has not reasonably be had and is not expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles its current Certificate of association of the Company and such other constituent instruments of the Company as may existIncorporation, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the current By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent Textmunication true and complete copies of the memorandum certificate of organization and articles of association operating agreement of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (Subsidiaries is a corporation, partnership or limited liability company duly incorporated, organized or formed, as the “Company Subsidiaries”) is duly organizedcase may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation, organization or formation, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of each of the Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations and approvals the lack of whichauthority or standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets and properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each of the Company and such other constituent instruments of the Company as may existits Subsidiaries, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each as made available to Parent is in full force and effect, and neither the Company nor any of its Subsidiaries is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of Except as otherwise disclosed in the Jinhao Disclosure Letter, the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany and its subsidiaries taken as a whole, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “the Company Material Adverse Effect”). The Company and each Company Subsidiary of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a the Company Material Adverse Effect. The the Company has delivered to the Parent Acquiror Company true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and true and complete copies of each of the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryof its subsidiaries, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum Certificate of Incorporation and articles of association Bylaws of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter Documents”), and the comparable charter, organizational charter documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify would not has had or could reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to Parent prior to the Parent date of this Agreement true and complete copies of the memorandum Amended and articles Restated Articles of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the Restated Bylaws of the Company, as amended to the date of this Agreement (as so amended, the "Company Bylaws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each of Seller, the Company -------------------------------- Duluth & Northeastern Railroad Company, each Acquired Entity and its subsidiaries (each other member of the “Company Subsidiaries”) Seller Group is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate or limited liability company power and authority (as applicable) and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct the Business and its other businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has have not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Seller Material Adverse Effect”Effect (as defined in Section 9.04(b)). The Each of Seller, the Duluth & Northeastern Railroad Company and each Company Subsidiary Acquired Entity is duly qualified to do business as a foreign corporation or limited liability company (as applicable) in each jurisdiction where the character of the Acquired Assets held by it or the nature of its business or its ownership or leasing of its properties the Business make such qualification necessary for it to conduct the Business as currently conducted by it except where the failure to so qualify would not reasonably be expected to have a Company Seller Material Adverse Effect. The Company Seller has delivered to the Parent Purchaser true and complete copies of the memorandum respective certificates of incorporation and articles by-laws or other organizational documents of association of Seller, the Duluth & Northeastern Railroad Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company SubsidiaryAcquired Entity, in each case as amended through the date of this Agreement.

Organization, Standing and Power. (a) Each of the Company and its subsidiaries Subsidiaries and, to the knowledge of the Company, Gxxxxxx and Gaea Real Estate Corp., a Maryland corporation (the “Company SubsidiariesGaea”) is ), is, as applicable, a corporation, trust, general or limited partnership or limited liability company duly organized, validly existing and and, where relevant, in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and, to the extent applicable, operate its respective properties and assets and to conduct carry on its businesses respective business as presently now being conducted, other than than, in each case, where the failure to be so organized, validly existing, in good standing or to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries and, to the knowledge of the Company, Gxxxxxx and Gaea, is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction where in which the nature of its business or its ownership or leasing of its properties make it is conducting requires such qualification necessary except or license, other than where the failure to so qualify qualify, be licensed or in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreementits Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries each Company Subsidiary (the “Company Subsidiaries”a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and (b) has the full corporate (or limited liability company) power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals (“Permits”) necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals Permits the lack of which, individually or in the aggregate, has have not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where in which the conduct or nature of its business or its ownership the ownership, leasing or leasing holding of its properties make makes such qualification necessary necessary, except such jurisdictions where the failure to be so qualify would qualified or in good standing, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent Investor true and complete copies of the memorandum and articles restated certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), the restated by-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this Agreement.

Organization, Standing and Power. Each TripMart and each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyTripMart, a material adverse effect on the ability of the Company TripMart to perform its obligations under this Agreement or on the ability of the Company TripMart to consummate the Transactions (a “Company TripMart Material Adverse Effect”). The Company TripMart and each Company Subsidiary of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company TripMart Material Adverse Effect. The Company TripMart has delivered to the Parent BDS true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company TripMart Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryof its subsidiaries, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries (the “Company Subsidiaries”) (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and organized, (b) has full corporate or other power, as the corporate power case may be, and authority and to transact its business as presently conducted, (c) possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary d) is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary necessary, except where in the failure to so qualify case of clauses (c) and (d) above for failures which, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. The Company has delivered made available to the Parent Acquirer and its Representatives (as defined in Section 8.03) true and complete copies of the memorandum and articles certificate of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to through the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the by-laws of the Company, as amended through the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles certificates of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the Bylaws of the Company, as amended to the date of this Agreement (as so amended, the "Company Bylaws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) -------------------------------- is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material ----------------- Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in -------------- each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”"), and the comparable charter, -------------------------------- organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each Ossen and each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyOssen and its subsidiaries taken as a whole, a material adverse effect on the ability of the Company Ossen to perform its obligations under this Agreement or on the ability of the Company Ossen to consummate the Transactions (a “Company Ossen Material Adverse Effect”). The Company Ossen and each Company Subsidiary of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Ossen Material Adverse Effect. The Company Ossen has delivered to the Parent Shell Company true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Ossen Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryof its subsidiaries, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, Company or a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Merger and the other Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where or the failure to so qualify has had or would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”"COMPANY SUBSIDIARIES") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of except for failures which, individually or in the aggregate, has have not had and would not reasonably be expected to have a material adverse effect on the Company, Company or a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Merger and the other Transactions (together, a “Company Material Adverse Effect”"COMPANY MATERIAL ADVERSE EFFECT"). The Company and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification or licensing necessary except where or the failure to so qualify or be licensed has had or would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and restated articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”"COMPANY CHARTER"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "COMPANY BY-LAWS"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may existorganizational documents, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Peakway and its subsidiaries (the “Company Subsidiaries”"PEAKWAY SUBSIDIARIES") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyPeakway, a material adverse effect on the ability of the Company Peakway to perform its obligations under this Agreement or on the ability of the Company Peakway to consummate the Transactions (a “Company Material Adverse Effect”"PEAKWAY MATERIAL ADVERSE EFFECT"). The Company Peakway and each Company Peakway Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Peakway Material Adverse Effect. The Company Peakway has delivered to the Parent Pubco true and complete copies of the memorandum and articles of association of the Company Peakway and such other constituent instruments of the Company Peakway as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”"PEAKWAY CONSTITUENT INSTRUMENTS"), and the comparable charter, organizational documents and other constituent instruments of each Company Peakway Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. (a) Each of the Company and its subsidiaries Subsidiaries and, to the knowledge of the Company, Xxxxxxx and Gaea Real Estate Corp., a Maryland corporation (the “Company SubsidiariesGaea”) is ), is, as applicable, a corporation, trust, general or limited partnership or limited liability company duly organized, validly existing and and, where relevant, in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and, to the extent applicable, operate its respective properties and assets and to conduct carry on its businesses respective business as presently now being conducted, other than than, in each case, where the failure to be so organized, validly existing, in good standing or to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries and, to the knowledge of the Company, Xxxxxxx and Gaea, is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction where in which the nature of its business or its ownership or leasing of its properties make it is conducting requires such qualification necessary except or license, other than where the failure to so qualify qualify, be licensed or in good standing would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreementits Organizational Documents.

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) is duly organizedincorporated, validly existing and in corporate and tax good standing under the laws of the jurisdiction in which it is organized State of Colorado and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals approvals, the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the assets, business condition (financial or otherwise), or results of operations of the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation and bylaws of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each Cantix and each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCantix, a material adverse effect on the ability of the Company Cantix to perform its obligations under this Agreement or on the ability of the Company Cantix to consummate the Transactions (a “Company Cantix Material Adverse Effect”). The Company Cantix and each Company Subsidiary of its Subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Cantix Material Adverse Effect. The Company Cantix has delivered to the Parent Company true and complete copies of the memorandum and articles of association of the Company Cantix and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Cantix Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryof its Subsidiaries, in each case as amended through to the date of this AgreementAgreement (the “Subsidiary Constituents Instruments”).

Organization, Standing and Power. Each of the Company and its subsidiaries each Subsidiary of the Company (collectively, the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals Permits necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted (the “Company Permits”), other than except where the failure to have such franchises, licenses, permits, authorizations and approvals power or authority or to possess the lack of whichCompany Permits, individually or in the aggregate, has not had had, and would not reasonably be expected to have a material adverse effect on the Companyhave, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the all requisite corporate or similar power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such franchises, licenses, permits, authorizations and approvals jurisdictions where the lack of whichfailure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true Made Available accurate and complete copies of the memorandum and articles of association of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement Date (as so amended, the “Company Constituent InstrumentsArticles of Association”), and the comparable charter, organizational documents and other constituent instruments Company Articles of each Company Subsidiary, in each case Association as so Made Available have not been further amended through the date of this Agreementor otherwise modified.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be in good standing has not had a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the all requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses in all material respects as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability . Each of the Company to perform its obligations under this Agreement or on the ability of and the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary Subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum amended and articles restated certificate of association incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents amended and other constituent instruments restated by-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”). Each of the Company and the Company Subsidiaries is in compliance with the provisions of their respective Charter Documents in all material respects.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Xxxxxx Xxxxx is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyXxxxxx Xxxxx, a material adverse effect on the ability of the Company Xxxxxx Xxxxx to perform its obligations under this Agreement or on the ability of the Company Xxxxxx Xxxxx to consummate the Transactions (a “Company Xxxxxx Xxxxx Material Adverse Effect”). The Company and each Company Subsidiary Xxxxxx Xxxxx is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Xxxxxx Xxxxx Material Adverse Effect. The Company Xxxxxx Xxxxx has delivered to the Parent Princeton Acquisitions true and complete copies of the memorandum and its articles of association of the Company incorporation and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement bylaws (as so amendedcollectively, the “Company Xxxxxx Xxxxx Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted as of the date of this Agreement, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where necessary, other than such qualifications the failure to so qualify would lack of which, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter or organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or and in the aggregate, has not had and would is not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make makes such qualification necessary except where or the failure to so qualify would not has had or is reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”"COMPANY CHARTER"), and the Bylaws of the Company, as amended to the date of this Agreement (as so amended, the "COMPANY BYLAWS"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company SubsidiarySignificant Subsidiary (as defined in Section 9.03) of the Company, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Parent and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of Parent’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations authority or standing does not have and approvals the lack of whichwould not reasonably be expected to have, individually or in the aggregate, has a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). Each of Parent and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets and properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing does not had have and would not reasonably be expected to have a material adverse effect on have, individually or in the Companyaggregate, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Each of Parent and Merger Sub each has delivered heretofore made available to the Parent true Company complete and complete correct copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may existits Organizational Documents, each as amended prior to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date execution of this Agreement, and each Organizational Document, as made available to the Company, is in full force and effect, and neither Parent nor Merger Sub is in violation of any of the provisions of such Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries subsidiary, Fashion Service Sp. z.o.o. (the “Company SubsidiariesSubsidiary”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make makes such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum Charter of the Company and articles of association a current excerpt from the relevant registry court of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charterarticles of association, current excerpt from the relevant registry court, organizational documents and other constituent instruments of each the Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized and has the corporate of incorporation or organization, with all requisite entity power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its assets and properties and assets and to conduct carry on its businesses business as presently now being conducted, other than than, in the case of the Company’s Subsidiaries, where the failure to be so organized or to have such franchisespower, licenses, permits, authorizations authority or standing does not have and approvals the lack of whichwould not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions whole (a “Company Material Adverse Effect”). The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or its the operation, ownership or leasing of its properties make assets and properties, makes such qualification necessary except or license necessary, other than where the failure to so qualify qualify, license or be in good standing does not have and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered heretofore made available to the Parent true complete and complete correct copies of its Organizational Documents and the memorandum and articles Organizational Documents of association each Subsidiary of the Company and such other constituent instruments of the Company as may existCompany, each as amended prior to the date execution of this Agreement (and each Organizational Document, as so amendedmade available to Parent, the “Company Constituent Instruments”)is in full force and effect, and neither the comparable charter, organizational documents and other constituent instruments Company nor any of each Company Subsidiary, its Subsidiaries is in each case as amended through violation of any of the date provisions of this Agreementsuch Organizational Documents.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and other than the requirement to fully fund the capital of a Subsidiary, Zhejiang Zhongchai Machinery Co., Ltd. (“Zhongchai Machinery”) and complete the corporate registration of Zhongchai Machinery possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary Subsidiary, other than Zhongchai Machinery is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries each of the Subsidiaries of the Company (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (in the corporate power and authority and possesses all governmental franchisescase of good standing, licensesto the extent such jurisdiction recognizes such concept), permitsexcept, authorizations and approvals necessary with respect to enable it any Company Subsidiary, where the failure to ownbe so organized, lease existing or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of whichin good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries has all requisite corporate or other entity power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership the ownership, operation or leasing of its properties make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to the Parent Parent, prior to execution of this Agreement, true and complete copies of the memorandum and articles Certificate of association Incorporation of the Company and such other constituent instruments in effect as of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), ) and the comparable charter, organizational documents and other constituent instruments By-laws of each the Company Subsidiary, in each case effect as amended through of the date of this AgreementAgreement (the “Company By-laws”).

Organization, Standing and Power. Each of the Company and each of its subsidiaries Subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals approvals, and has made all filings, registrations and declarations, in each case whether domestic or foreign, necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, in each case other than such franchises, licenses, permits, authorizations authorizations, approvals, filings, registrations and approvals declarations the lack of which, individually or and in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where the failure to so qualify has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association organization of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the by- laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and and, where such concept is applicable, in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack failure of whichwhich to possess, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified or licensed to do business and, where such concept is applicable, in good standing in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary or licensing necessary, except such jurisdictions where the failure to be so qualify qualified, licensed or in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered made available to Parent prior to the Parent execution of this Agreement true and complete copies of the memorandum Company Certificate and articles of association the Bylaws of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsBylaws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Missouri. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as and where presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership character of the properties owned or leasing of its properties leased by it make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company (the “Company Charter”) and such other constituent instruments bylaws of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsBylaws”), and the comparable charter, organizational documents and other constituent instruments ) in effect as of each Company Subsidiary, in each case as amended through the date of this Agreement. The Company is not in violation of any of the provisions of the Company Charter or Company Bylaws, in each case, in any material respect.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized state of Florida and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect on (i) the Companybusiness, a material adverse effect prospects, assets, condition (financial or otherwise) or results of operations of the Company on the ability of the Company to perform its obligations under this Agreement or (ii) on the ability of the Company to consummate the Merger and the other Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where or the failure to so qualify would not has had or could reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”Charter"), and the comparable charterBy-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this AgreementAgreement (as so amended, the "Company By-laws").

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and in which it has a place of business and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “"Company Material Adverse Effect”"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. Effect The Company has delivered to the Parent true and complete copies of the memorandum certificate of organization and articles of association operating agreement of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “"Company Constituent Instruments”"), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association constitution of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing (or as applicable in the appropriate jurisdiction) under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would is not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary except where the failure to be so qualify would qualified has not reasonably be had and is not expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum its Second Amended and articles Restated Certificate of association of the Company and such other constituent instruments of the Company as may existIncorporation, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conductedconducted and as described in the private placement memorandum used in the Financing (the “PPM”), other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany or any Company Subsidiaries, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organizedorganized or formed, as applicable, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction), except in the case of Company Subsidiaries where any such failure would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries (a) has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations conducted and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary b) is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership ownership, leasing or leasing operation of its properties make makes such qualification necessary except or licensing necessary, other than where the failure to have such power and authority or to be so qualify qualified or licensed would not reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered to the Parent true True and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsArticles”), and the comparable charterbylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”) are included in the Filed Company SEC Documents. The Company has made available to Parent the organizational documents and other constituent instruments of each material Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. Each of the Company and its --------------------------------- subsidiaries (the “Company Subsidiaries”as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate power or other power, as the case may be, and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or and in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability Material Adverse Effect (as defined below). Each of the Company to perform and its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary or licensing necessary, except where the failure to be so qualify would qualified or licensed individually and in the aggregate has not had and could not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to Parent prior to the Parent execution of this Agreement true and complete copies of the memorandum and articles Restated Certificate of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.the

Organization, Standing and Power. Each of the Company Company, PKU and its and PKU’s subsidiaries (for purposes of this Agreement, the Company’s subsidiaries, PKU and PKU’s subsidiaries are referred to herein collectively as the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany or any Company Subsidiaries, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the The Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify would has not had and could not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to Parent or Merger Subsidiary prior to the Parent date of this Agreement true and complete copies of the memorandum Third Amended and articles of association Restated Memorandum and Articles of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCompany’s Articles”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through and in effect as of the date of this Agreement.

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Missouri. Each of the Company and its subsidiaries (the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has the corporate all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as and where presently conducted, other than except where the failure to have such franchises, licenses, permits, authorizations and approvals the lack of whichpower or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Each of the Company and each the Company Subsidiary Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or its ownership character of the properties owned or leasing of its properties leased by it make such qualification necessary except necessary, other than in such jurisdictions where the failure to be so qualify qualified or licensed has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company (the “Company Charter”) and such other constituent instruments bylaws of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsBylaws”), and the comparable charter, organizational documents and other constituent instruments ) in effect as of each Company Subsidiary, in each case as amended through the date of this Agreement.. The Company is not in violation of any of the provisions of the Company Charter or Company Bylaws, in each case, in any material respect. 18

Organization, Standing and Power. Each of the Company and its subsidiaries (each of the “Company Subsidiaries”) Subsidiaries is duly organized, validly existing and and, if applicable, in good standing under the laws of the jurisdiction in which it is organized and has full corporate, limited liability company or other, as the corporate case may be, power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and and, if applicable, each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its their ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify has not had or would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent Newco true and complete copies of the memorandum and articles certificates of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the comparable charterBy-laws of the Company, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this AgreementAgreement (the “Company By-laws”) and comparable charter or organizational documents for each of the Company Subsidiaries.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized or formed and has the requisite corporate or limited liability company power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary necessary, except where for jurisdictions in which the failure to be so qualify qualified would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered made available to the Parent true complete and complete correct copies of the memorandum and articles Articles of association Incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the Bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through to the date of this Agreement. The minute books of the Company and the Company Subsidiaries have been maintained in all material respects in accordance with applicable Laws, the Company Charter and the Company Bylaws. The Company has made available to Parent substantially complete and correct copies of such minute books.

Organization, Standing and Power. Each of Except as otherwise disclosed in the CompanyDisclosure Letter, the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the CompanyCompany and its subsidiaries taken as a whole, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse EffectEffect ”). The Company and each Company Subsidiary of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent Acquiror Company true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and true and complete copies of each of the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryof its subsidiaries, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and each of its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and and, where relevant, in good standing under the laws of the jurisdiction in which it is organized and has the full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would is not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”Effect (as defined in Section 9.03(a)). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its the ownership or leasing of its properties make such qualification necessary except other than in any such jurisdiction where the failure to so qualify would qualify, individually or in the aggregate, has not had or is not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered made available to the Parent true and complete copies of the memorandum and articles of association incorporation of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter”), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), and the comparable charter, charter and organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate limited liability company power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association formation and operating agreement of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable articles of formation, operating agreements, charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company and its subsidiaries each Company Subsidiary (the “Company Subsidiaries”a) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and (b) has the full corporate (limited liability company or partnership) power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals (other than Company Licenses, “Permits”) necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals Permits the lack of which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect or have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or to consummate the Transaction prior to the End Date. Each of the Company and each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, Company Material Adverse Effect or have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered Transaction prior to the Parent true and complete copies of the memorandum and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this AgreementEnd Date.

Organization, Standing and Power. Each of the The Company and its subsidiaries (the “Company Subsidiaries”) is duly incorporated or organized, validly existing existing, and in good standing under the laws of the jurisdiction in which it is organized Companies Xxx 0000 of the Solomon Islands and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations authorizations, and approvals necessary to enable it to own, lease lease, or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations authorizations, and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the financial position, assets, property, business or operations of the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary necessary, except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the memorandum and articles of association organization and bylaws of the Company and such other constituent instruments of the Company as may existCompany, each as amended to the date of this Agreement (as so amended, the “Company Constituent InstrumentsCharter Documents”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreement.

Organization, Standing and Power. Each of the Company Parent, AMI, ADI and its subsidiaries (the “Company Subsidiaries”) AIHI is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct the Business and its other businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has have not had and would could not reasonably be expected to have a material adverse effect (i) on the Companybusiness, assets, condition (financial or otherwise) or results of operations of the Seller and its subsidiaries, taken as a material adverse effect whole, or of the Business, (ii) on the ability of the Company Seller to perform its obligations under this Agreement or the documents to be executed in connection herewith or (iii) on the ability of the Company Seller to consummate the Transactions transactions contemplated hereby (a “Company a, "Material Adverse Effect”"). The Company Each of the Parent, AIFI, AMI and each Company Subsidiary ADI is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the Acquired Assets held by it or the nature of its business or its ownership or leasing of its properties the Business make such qualification necessary for it to conduct the Business as currently conducted by it except where the failure to be so qualify qualified would not reasonably be expected to have result in a Company Material Adverse Effect. The Company Each of the Parent, AIFI, AMI and ADI has delivered to the Parent Buyer true and complete copies of the memorandum their respective certificates of incorporation and articles of association of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiaryby-laws, in each case as amended through the date of this Agreement. Except as set forth on Schedule 2.1, none of the affiliates of the Seller is presently engaged in the operation or conduct of the Business.

Organization, Standing and Power. Each of the Company and its subsidiaries (the “Company Subsidiaries”) is ), if any, are duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is are duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The As of the closing the Company has shall have delivered to the Parent true and complete copies of the memorandum and articles Certificate of association Incorporation of the Company and such other constituent instruments of the Company as may exist, each as amended to the date of this Agreement delivery (as so amended, the “Company Constituent Instruments”), and the comparable charter, organizational documents and other constituent instruments of each Company Subsidiary, in each case as amended through the date of this Agreementdelivery.