The Company is duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority necessary to hold its properties and conduct its business where it is engaged, except where the failure to be so qualified or in good standing or have such power or authority would not have a material adverse effect on the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company or on the performance by the Company of its obligations under this Agreement (a “ Material Adverse Effect ”). The Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity.