Common use of Organization and Standing; Subsidiaries Clause in Contracts

Organization and Standing; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may be. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing to do business in each jurisdiction where such qualification or good standing is required except where the failure to be so qualified would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries have all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted except where the failure to have such authorizations, licenses and permits would not have a Company Material Adverse Effect. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3, 2009 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision of its Subsidiary Charter Documents. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or Order.

Organization and Standing; Subsidiaries. The Company (a) Each of the Company, the Parent, and their respective Subsidiaries (i) is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under (in the laws jurisdictions that recognize the concept of the State of Delaware. Each Subsidiary of the Company has been duly organized, and is validly existing and in good standing standing) under the Laws of the jurisdiction of its incorporation or organizationformation, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation , (ii) has all requisite corporate or organizationlimited liability company power, as the case may be. The Company applicable, and each of authority and possesses all governmental licenses, Permits, authorizations and approvals necessary to enable it to use its Subsidiaries are corporate or other name and to own or lease or otherwise hold and operate its assets and properties and to carry on its business as now being conducted and as currently proposed by its management to be conducted, and (iii) is duly qualified qualified, licensed or registered to conduct do business and are is in good standing to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or registration necessary (except where such qualification or good standing is required except where the failure to be so qualified qualified, licensed or registered would not have a Company Material Adverse Effectbe material to the Company), which jurisdictions are listed in Section 5.1(a) of the Disclosure Schedule. The Company and each of its Subsidiaries have all requisite power and authority and all authorizations, licenses and permits necessary has made available to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted except where the failure to have such authorizations, licenses and permits would not have a Company Material Adverse Effect. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3, 2009 (the “Company Form 10-K”) are Buyer complete and correct copies thereof of its Constitutive Documents, as in effect on the date hereofamended. The Company has delivered or made available to Parent true Buyer and complete its Representatives copies of the stock certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary transfer books and the minute books of the Company, each as amended to date of which are true, correct and currently complete and have been maintained in effect (accordance with applicable Law and sound and prudent business practices and the “Subsidiary Charter Documents”)minute books accurately and adequately reflect in all material respects all action previously taken by the shareholders, Board of Directors and committees of the Board of Directors of the Company. The Company is not in violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision provisions of its Subsidiary Charter Constitutive Documents. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, The Company has no Subsidiaries and has never had any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or OrderSubsidiaries.

Organization and Standing; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the The Company has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may beno Subsidiaries. The Company and each of its Subsidiaries are is duly qualified to conduct business and are is in good standing to do business in each jurisdiction where such qualification or good standing is required required, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries have has all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate their respective its properties and other assets, to conduct their respective its businesses as presently conducted and as proposed to be conducted except where conducted, to execute, deliver and perform this Agreement and to carry out the failure to have such authorizations, licenses and permits would not have a Company Material Adverse Effecttransactions contemplated hereby. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal the year ended January 3December 31, 2009 2008 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in default under or in violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision of its Subsidiary Charter Documents. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation, or Order.

Organization and Standing; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may be. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing to do business in each jurisdiction where such qualification or good standing is required required, except where the failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries have all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted conducted, except where the failure to have such power and authority, authorizations, licenses and permits would not have a Company Material Adverse Effect. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal the year ended January 3December 31, 2009 2008 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in material violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision of its Subsidiary Charter Documents, except for violations that would not have a Company Material Adverse Effect. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns or controls, directly or indirectly, interests entitling it to receive more than 50% of the profits or losses of such entity. As used in this Agreement, “Law” shall mean any preliminary or permanent foreign or domestic law, statute, code, ordinance, rule, regulation, or Order.