Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (i) Regis is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Subsidiaries of Regis is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, and each of Regis and its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Regis, and each of Regis and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Regis. True, correct and complete copies of the Articles of Incorporation and By-laws of Regis in effect on the date hereof are attached to Section 5.1(a)(i) of the Regis Disclosure Schedule.

Organization, Standing and Power; Subsidiaries. (i) Regis MVT Corp. is a corporation duly incorporated, validly existing and in good standing active status under the laws of its jurisdiction State of incorporationWisconsin. Each of the Subsidiaries of Regis MVT Corp. is a corporation or other organization duly organized, validly existing and in good standing or active status (where applicable) under the laws of its jurisdiction of incorporation or organization, and MVT Corp. and each of Regis and its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business the MVT Business as now being conducted and as it will be conducted through the Effective TimeClosing Date, except where the failure to be so organized, existing and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RegisMVT Corp., and each of Regis MVT Corp. and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business the MVT Business or the ownership or leasing of its properties makes such qualification necessary, in each case other than in such jurisdictions where the failure to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Regis. MVT Corp. True, correct and complete copies of the Articles articles of Incorporation incorporation and Byby-laws of Regis MVT Corp. in effect on the date hereof are attached have been delivered or made available to Section 5.1(a)(i) of the Regis Disclosure ScheduleInvestor.

Organization, Standing and Power; Subsidiaries. (i) Regis is a corporation duly incorporated, validly existing Conexant and each Subsidiary of Conexant engaged in good standing under the laws of its jurisdiction of incorporation. Each of Washington Business (as defined in the Subsidiaries of Regis Distribution Agreement) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, except where the failure to be so organized, existing and each in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Each of Regis and its Subsidiaries the Washington Companies (as defined in Section 10.11) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Registhe Washington Business, and each of Regis and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Registhe Washington Business. True, correct and complete The copies of the Articles certificate of Incorporation incorporation and Byby-laws of Regis Conexant which were previously furnished or made available to Alpha are true, complete and correct copies of such documents as in effect on the date hereof are attached to Section 5.1(a)(i) of the Regis Disclosure Schedulethis Agreement.

Organization, Standing and Power; Subsidiaries. (i) Regis Each of Dianon and each of its Subsidiaries (as defined in Section 8.11(i)) is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Subsidiaries of Regis is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, and each of Regis and its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Timeconducted, except where the failure to be so organized, existing and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11(f)) on RegisDianon, and each of Regis and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, necessary other than in such jurisdictions where the failure so to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RegisDianon. True, correct and complete The copies of the Articles certificate of Incorporation incorporation and By-laws bylaws of Regis Dianon which were previously furnished or made available to UroCor are true, complete and correct copies of such documents as in effect on the date hereof are attached to Section 5.1(a)(i) of the Regis Disclosure Schedulethis Agreement.

Organization, Standing and Power; Subsidiaries. (i) Regis CNET is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation. Each of the Subsidiaries of Regis is a corporation or other organization duly organized, validly existing Delaware and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, and each of Regis and its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted conducted. Each Subsidiary (as defined in Section 8.12) of CNET, including Merger Sub, is a corporation or other organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as it will be conducted through the Effective Timenow being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.12) on Regis, CNET or Merger Sub. CNET and each Subsidiary of Regis and its Subsidiaries CNET is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, necessary other than in such jurisdictions where the failure so to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RegisCNET or Merger Sub. True, correct and complete The copies of the Articles certificate of Incorporation incorporation and Bybylaws of CNET and Merger Sub that were previously furnished or made available to Z-laws D are true, complete and correct copies of Regis such documents as in effect on the date hereof are attached to Section 5.1(a)(i) of the Regis Disclosure Schedulethis Agreement.

Organization, Standing and Power; Subsidiaries. (i) Regis Each of Dianon and each of its Subsidiaries (as defined in Section 8.11(i)) is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Subsidiaries of Regis is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, and each of Regis and its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Timeconducted, except where the failure to be so organized, existing and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11(f)) on RegisDianon, and each of Regis and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, necessary other than in such jurisdictions where the failure so to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RegisDianon. True, correct and complete The copies of the Articles certificate of Incorporation incorporation and By-laws bylaws of Regis Dianon which were -8- 13 previously furnished or made available to UroCor are true, complete and correct copies of such documents as in effect on the date hereof are attached to Section 5.1(a)(i) of the Regis Disclosure Schedulethis Agreement.

Organization, Standing and Power; Subsidiaries. (i) Regis is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the GlobespanVirata and its Subsidiaries of Regis is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, and each of Regis and its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RegisGlobespanVirata and its Subsidiaries, and each of Regis and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on RegisGlobespanVirata and its Subsidiaries. True, correct and complete The copies of the Articles certificate of Incorporation incorporation and Byby-laws of Regis GlobespanVirata which were previously furnished or made available to Conexant are true, complete and correct copies of such documents as in effect on the date hereof are attached to Section 5.1(a)(i) of the Regis Disclosure Schedulethis Agreement.