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

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

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

Organization; Good Standing; Qualification and Power. The Company Each of the Sellers (i) is a close corporation (as such term is defined in Section 342(a) of the Delaware Statute) duly organized, validly existing and in good standing under the laws of the State its respective jurisdiction of Delawareincorporation, (ii) has all requisite corporate power and authority to (A) own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, (B) to enter into this Agreement and the Agreement of Merger, (C) to perform its obligations hereunder and thereunder, and (D) to consummate the transactions contemplated hereby and thereby, and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could reasonably be expected to have would have, either individually or in the aggregate, a material adverse effect on the Company or its businesseither of the Subsidiaries or any of their respective businesses, properties, condition (financial or otherwise), assets, Liabilitiesliabilities, operations, results of operations, prospects or affairs (each, a "Material Adverse EffectMATERIAL ADVERSE EFFECT"). The Company has delivered to Parent Alloy true and complete copies of the Charter Certificates of Incorporation and by-laws of the CompanyCompany and each Subsidiary, in each case as amended to the date hereof. As used hereinSection 3.1(a) of the Disclosure Schedule sets forth a true and complete list of the names, addresses and titles of the directors and officers of the Company and each Subsidiary. For purposes hereof, the term "CharterCERTIFICATE OF INCORPORATION" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

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

Organization; Good Standing; Qualification and Power. The Each of the Company and 00xx Xxxxxx Productions Inc., a New York corporation ("00xx Xxxxxx Productions") (i) is a close corporation (as such term is defined in Section 342(a) of the Delaware Statute) duly organized, validly existing and in good standing under the laws of the State of DelawareNew York, (ii) has all requisite corporate power and authority to (A) own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and as proposed to be conducted, (B) and, with respect to the Company, to enter into this Agreement Agreement, the Certificate of Merger and the Agreement of MergerRelated Agreements (as defined below) to which the Company is a party, (C) to perform its obligations hereunder and thereunder, and (D) to consummate the transactions contemplated hereby and thereby, thereby and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other jurisdictions in which where the failure to be so qualified and in good standing could reasonably be expected to would have a material adverse effect on the Company or its business, properties, condition (financial or otherwise), assets, LiabilitiesLiabilities (as defined in Section 3.1(f)), operations, operations or results of operations, prospects or affairs operations (a "Company Material Adverse Effect"). The Company has delivered to Parent true and complete copies of the Charter and by-laws of the CompanyCompany and 00xx Xxxxxx Productions, in each case as amended to the date hereof. As used herein, "Charter" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

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

Organization; Good Standing; Qualification and Power. The Company (i) is a close corporation (as such term is defined in Section 342(a) of the Delaware Statute) duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts, (ii) has all requisite corporate power and authority to (A) own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, (B) to enter into this Agreement and Agreement, the Agreement Certificate of Merger, the Articles of Merger and the other Related Agreements (Cas defined below) to which the Company is a party, to perform its obligations hereunder and thereunder, and (D) to consummate the transactions contemplated hereby and thereby, thereby and (iii) is duly qualified and in good standing to do business as a foreign corporation and is in those good standing under the laws of each of the jurisdictions listed in Section 3.1(a) of the Company Disclosure Schedule and in all other Schedule, which constitute the only jurisdictions in which where the failure to be so qualified and in good standing could reasonably be expected to have a material adverse effect on the Company or its business, properties, financial condition (financial or otherwise), assets, Liabilities, operations, results of operations, prospects or affairs operations of Carnegie (a "Material Adverse Effect"). The Company has delivered to Parent Alloy true and complete copies of the Charter and by-laws of the Company, in each case as amended to the date hereof. As used herein, "Charter" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement. Except for Carnegie or as otherwise disclosed in Section 3.1(a) of the Disclosure Schedule, the Company has never had, nor does it currently have, any subsidiaries, nor has it ever owned, nor does it currently own, any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture or other entity.

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