Common use of Organization and Standing; Books and Records Clause in Contracts

Organization and Standing; Books and Records. Each PED Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation currently in effect. Each PED Subsidiary has all requisite corporate authority and possesses all governmental franchises, approvals, licenses, permits and authorizations necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits and authorizations the lack of which, individually or in the aggregate, reasonably would not be expected to have a Material Adverse Effect. Each PED Subsidiary is qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity 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, reasonably would not be expected to have a Material Adverse Effect. Prior to the execution of this Agreement, Seller has made available, and at the time of Closing shall deliver to Buyer, true and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), books of account, minute books, equity record books and other records, each as amended to date, of each PED Subsidiary.

Organization and Standing; Books and Records. (a) Each PED Subsidiary of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation currently in effectorganization. Section 4.01 of the Disclosure Schedule lists the name and jurisdiction of organization of each of the Company’s Subsidiaries (other than the Seller). Each PED Subsidiary of the Company and its Subsidiaries has all requisite corporate full power and authority and possesses all governmental franchises, approvals, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of which, individually or in the aggregate, reasonably would is not be expected material to have a Material Adverse Effectthe Company and its Subsidiaries. Each PED Subsidiary of the Company and its Subsidiaries is duly qualified to do business, and is in good standing (with respect standing, to jurisdictions which recognize the concept) to do business extent applicable, as a foreign corporation or other legal entity 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 duly qualified or in good standingstanding has not had and would not reasonably be expected to have, individually or in the aggregate, reasonably would not be expected to have a Company Material Adverse Effect. Prior to the execution of this Agreement, Seller has made available, and at the time of Closing shall deliver to Buyer, true and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), books of account, minute books, equity record books and other records, each as amended to date, of each PED Subsidiary.

Organization and Standing; Books and Records. (i) Each PED Subsidiary of the Sold Subsidiaries 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 its jurisdiction of its formation currently organization, which jurisdiction is set forth in effectSchedule 4(d). Each PED Subsidiary of the Sold Subsidiaries has all requisite corporate or other power and authority and possesses all governmental franchisesxxxx chises, approvals, licenses, permits and authorizations necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits and authorizations the lack of which, individually or in the aggregate, reasonably would not reasonably be expected to have a Material Adverse Effect. Each PED Subsidiary of the Sold Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity 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, reasonably would not reasonably be expected to have a Material Adverse Effect. Prior to the execution of this Agreement, Seller Westinghouse has made available, and at the time of Closing shall deliver available to Buyer, Buyer true and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), books of account, minute books, equity record books and other records, each as amended to date, and the minute books (or comparable records) of each PED Sold Subsidiary.

Organization and Standing; Books and Records. Each PED Subsidiary of the Company and each of the Clairol Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation currently in effectorganization. Each PED Subsidiary of the Company and each of the Clairol Subsidiaries has all requisite full corporate power and authority and possesses all governmental franchises, approvals, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of which, individually or in the aggregate, reasonably would not be expected reasonably likely to have a Material Adverse Effect. Each PED Subsidiary of the Company and each of the Clairol Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity 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, reasonably would not be expected reasonably likely to have a Material Adverse Effect. Prior Seller has prior to the execution of this Agreement, Seller has made available, and at the time of Closing shall deliver Date delivered to Buyer, Buyer true and 28 complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), books of account, minute books, equity record books and other records, each as amended to datethe date hereof, of each PED Subsidiarythe Company, and the Clairol Subsidiaries.

Organization and Standing; Books and Records. (a) Schedule 3.01(a) sets forth a list of each subsidiary of the Company (each, a “Subsidiary”). Each PED Subsidiary of the Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its formation currently incorporation, which jurisdiction is set forth in effectSchedule 3.01(a). Each PED Subsidiary of the Company and the Subsidiaries has all requisite full corporate power and authority and possesses all governmental franchises, approvals, licenses, permits permits, authorizations and authorizations approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits permits, authorizations and authorizations approvals the lack of whichwhich has not had and would not be reasonably likely to have, individually or in the aggregate, reasonably would not be expected to have a Company Material Adverse Effect. Each PED Subsidiary of the Company and the Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity 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 standingstanding would not be reasonably likely to have, individually or in the aggregate, reasonably would not be expected to have a Company Material Adverse Effect. Prior to the execution of this Agreement, Seller has made available, and at the time of Closing shall deliver to Buyer, true and complete copies A list of the certificate of incorporation jurisdictions in which the Company and by-laws (or comparable organizational documentsthe Subsidiaries are so qualified is set forth in Schedule 3.01(a), books of account, minute books, equity record books and other records, each as amended to date, of each PED Subsidiary.