Organization and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiaries is in material violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.

Organization and Authority. EachQualification. The Company and each of the Company and its subsidiariesSubsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiariesSubsidiary is in material violation ornor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesthe Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessarynecessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in: # a material adverse effect on the legality, validity or enforceability of this Agreement, # a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or # a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any of [(i), (ii) or (iii)])])], a “Material Adverse Effect”) and no proceedingProceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.qualification.

Organization and Authority. EachQualification. The Company and each of the Company and its subsidiariesSubsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiariesSubsidiary is in material violation ornor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesthe Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessarynecessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: # a material adverse effect on the legality, validity or enforceability of any Transaction Document, # a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or # a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of [(i), (ii) or (iii)])])], a “Material Adverse Effect”) and no proceedingProceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.qualification.

Organization and Authority. EachQualification. The Company and each of the Company and its subsidiariesSubsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiariesSubsidiary is in material violation ornor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesthe Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessarynecessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: # a material adverse effect on the legality, validity or enforceability of any Exchange Transaction Document, # a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or # a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Exchange Transaction Document (any of [(i), (ii) or (iii)])])], a “Material Adverse Effect”) and no proceedingProceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted. qualification.

Organization and Authority. EachQualification. The Company and each of the Company and its subsidiariesSubsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiariesSubsidiary is in material violation ornor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesthe Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessarynecessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: # a material adverse effect on the legality, validity or enforceability of any Transaction Document, # a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or # a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of [(i), (ii) or (iii)])])], a “Material Adverse Effect”) and no proceedingProceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.qualification.

Organization and Authority. EachQualification. The Company and each of the Company and its subsidiariesSubsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiariesSubsidiary is in material violation ornor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesthe Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessarynecessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in: # a material adverse effect on the legality, validity or enforceability of any Transaction Document, # a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or # a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of [(i), (ii) or (iii)])])], a “Material Adverse Effect”) and no proceedingProceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.qualification.

Organization and Authority. EachQualification. The Company and each of the Company and its subsidiariesSubsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiariesSubsidiary is in material violation ornor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesthe Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessarynecessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: # a material adverse effect on the legality, validity or enforceability of any Transaction Document, # a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or # a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of [(i), (ii) or (iii)])])], a “Material Adverse Effect”) and no proceedingProceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.qualification.

Organization, Good Standing and Authority. Each of theQualification. The Company and each of its subsidiariesSubsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiariesSubsidiaries is in material violation or default of any of the provisions of its respective constitution, certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesSubsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessarynecessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification,qualification. The Company has no Subsidiaries except as set forth in Note 25 – Interest in Subsidiaries, contained in the Notes to Consolidated Financial Statements in the extent thatCompany’s Annual Report on Form 20-F for the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.year ended ​.

Organization and Authority. EachQualification. The Company and each of the Company and its subsidiariesSubsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiariesSubsidiary is in material violation ornor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesthe Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessarynecessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: # a material adverse effect on the legality, validity or enforceability of any Transaction Document, # a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or # a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of [(i), (ii) or (iii)])], a “Material Adverse Effect”) and no proceedingProceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.qualification.

Each of the Company​ and its subsidiariesMaterial Subsidiaries # is an entity duly incorporatedorganized or otherwise organized,incorporated, validly existing andand, where applicable, in good standing under the laws of the jurisdiction of its incorporation, with# has the requisitecorporate or other power and authority and the legal right to own and useoperate its properties and assetsproperty, to lease the property it leases and to carry on itsconduct the business in all material respects aswhich it is currently conducted. Neither the Company nor any of its subsidiaries is in material violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiariesengaged, # is duly qualified to conduct business and is in good standing as a foreign corporation or other applicable entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing under the laws of any jurisdiction where its ownership, lease or operation of property or the conduct or proposed conduct of its business requires such qualification, except where the failure to so qualify would not, in any instance or in the aggregate, reasonably be expected to have a Material Adverse Effect and # is in compliance with all material Requirements of Law applicable to it or its business, except where such failure to comply would not adversely affect the ability of the Companyreasonably be expected to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.have a Material Adverse Effect.