definiens: , to the and to similar phrasesshall mean all facts and matters which are actually known by : ( i ) John R. Barr, President and Chief Executive Officer of the Seller, ( ii ) Thomas T. Higgins, Executive Vice President, Operations and Chief Financial Officer of the Seller, or ( iii ) Bernadette Alford, Executive Vice President, Development, Clinical andRegulatory Affairs of the Seller, or which, with respect to any of the foregoingpersons, should reasonably be known by such person given his or her positionwith the Seller . The Seller represents and warrants to the Buyer that, except asset forth on the Seller 's Disclosure Schedule attached hereto : 2.1 Organization . The Seller is a corporation duly organized, validly ------------existing and in good standing under the laws of the State of Delaware, and hasall requisite power and authority ( corporate and other ) to own and lease itsassets and properties and to carry on its business as now being conducted . TheSeller has full power to execute and deliver this Agreement and the agreementscontemplated herein, and to consummate the transactions contemplated hereby andthereby . The Seller is duly qualified to do business and in good standing in thejurisdictions set forth on Schedule 2.1 hereto, and such jurisdictions compriseall jurisdictions in which the Seller 's ownership of property or the characterof the Plasma Operations Business requires such qualification, except where thefailure to be so qualified would not have a material adverse effect on ( i ) theresults of operations, condition ( financial or otherwise ), assets, properties, business or prospects of the Seller, taken as a whole, or ( ii ) the Buyer 's useof the Purchased Assets, taken as a whole, following the Closing in a mannerconsistent with the Seller 's use of such assets prior to the Closing ( together a ) . The Seller has no subsidiaries and does not, directly or indirectly, own any capital stock of or other equity interest in anycorporation, joint venture, partnership or other entity