Common use of Incorporation and Good Standing Clause in Contracts

Incorporation and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Delaware with the corporate power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement. Each of the Company’s subsidiaries have been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the issued and outstanding capital stock or other ownership interests of each subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLC. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D hereto, and each of the subsidiaries of the Company is organized in the jurisdiction set forth beside such subsidiary’s name on Schedule D. As used in this Agreement, “subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries of an entity.

Incorporation and Good Standing. The Company has been duly incorporated and is validly existing as a corporation corporation, in good standing under the laws of the state jurisdiction of Delaware with the its incorporation and has corporate power and authority to (i) own, lease and operateoperate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change. Each “significant subsidiary” of the Company (as applicablesuch term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized under the laws of the jurisdiction of its incorporation or organization and is validly existing in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement. Each of the Company’s subsidiaries have been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such concept is applicable to a particular jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would notqualify, individually singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse EffectChange. All Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each subsidiary of the Company Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance encumbrance, claim or claim other than liens securing equity. None of the senior secured credit facilities outstanding shares of Pinnacle Foods Finance LLCcapital stock of any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The only Significant Subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other entity other than are the subsidiaries listed in Schedule D hereto, and each of on Exhibit 21 to the subsidiaries of the Company is organized in the jurisdiction set forth beside such subsidiary’s name on Schedule D. As used in this Agreement, “subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries of an entityRegistration Statement.

Incorporation and Good Standing. The Company has been duly incorporated and is validly existing and in good standing as a corporation in good standing under the laws General Corporation Law of the state State of Delaware Delaware, with the corporate requisite power and authority to (i) own, own and lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Offering Memorandum and the Prospectus and (ii) to enter into and perform its obligations under this Agreement. The Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company’s subsidiaries have has been duly incorporated or formedorganized, as applicable, and is validly existing and in good standing as a corporation or limited liability company, as applicable, under the laws of the jurisdiction of its incorporation or organization, as applicable, with the requisite power and authority (corporate or limited liability company, as applicable) to own and lease its properties and conduct its business as described in the Offering Memorandum. Each of the Company’s subsidiaries is duly qualified to do business as a foreign corporation or limited liability company, as applicable, in good standing (to in all jurisdictions in which its ownership or lease of property or the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction conduct of its incorporation or formationbusiness requires such qualification, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority so qualified would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the issued and outstanding capital stock or other ownership interests of each subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLCChange. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D Exhibit C hereto, and . All of the outstanding capital stock or other equity interests of each of its subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the subsidiaries Company, directly or indirectly through subsidiaries, free and clear of the Company is organized in the jurisdiction set forth beside such subsidiary’s name on Schedule D. As used in this Agreementall liens, “subsidiary” encumbrances, equities or “subsidiaries” shall mean both direct and indirect subsidiaries of an entityclaims.

Incorporation and Good Standing. The of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the state jurisdiction of Delaware with its incorporation or organization and has the corporate power and authority (corporate or other) to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in the Registration StatementSEC Reports and, in the General Disclosure Package and case of the Prospectus and (ii) Company, to enter into and perform its obligations under this Agreement. Each of the Company’s subsidiaries have been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange. Each of the Company and its subsidiaries each subsidiary is duly qualified as a foreign entity corporation, partnership or limited liability company, as applicable, to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange. All Except as disclosed in the SEC Reports, all of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLCadverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Schedule D heretoExhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and each of the subsidiaries of the Company is organized (ii) such other entities omitted from Exhibit 21.1 as, when such omitted entities are considered in the jurisdiction set forth beside such aggregate as a single subsidiary’s name on Schedule D. As used in this Agreement, would not constitute a “significant subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries within the meaning of an entity.Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Delaware with the corporate power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration StatementCompany, the General Disclosure Package Guarantors and the Prospectus and (ii) enter into and perform its obligations under this Agreementeach of their Subsidiaries. Each of the Company’s , the Guarantors and their respective subsidiaries have has been duly incorporated or formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, as applicable, and each has corporate corporate, partnership or limited liability company company, as applicable, power and authority to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in the Registration StatementOffering Memorandum and, in the General Disclosure Package case of the Company and the Prospectus and (ii) Guarantors, to enter into and perform its obligations under each of this Agreement except where Agreement, the failure to be in good standing or to have such power or authority would notRegistration Rights Agreement, individually or in the aggregateDTC Agreement, reasonably be expected to result in a Material Adverse Effectthe Securities, the Exchange Securities and the Indenture. Each of the Company Company, the Guarantors and its their respective subsidiaries is duly qualified as a foreign entity corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing (i) would not reasonably be expected to have a material adverse effect on the performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture, or the consummation of any of the transactions contemplated hereby or thereby or (ii) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All the outstanding shares of the issued and outstanding capital stock or other ownership limited liability company interests of each subsidiary of the Company has Company, the Guarantors and each of their respective subsidiaries have been duly authorized and validly issued, is issued and are fully paid and non-assessable nonassessable and, except with respect to liens securing the Existing Notes, the Existing Credit Facility and is the New Credit Facilities, and as otherwise set forth in the Offering Memorandum, all outstanding shares of capital stock or limited liability company interests of each subsidiary are owned by the Company, Parent either directly or through subsidiaries, wholly owned subsidiaries free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLCclaim. The Company Parent does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D heretoExhibit 21 to the Parent’s Annual Report on Form 10‑K for the fiscal year ended March 31, and each of the subsidiaries of the Company is organized in the jurisdiction set forth beside such subsidiary’s name on Schedule D. As used in this Agreement, “subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries of an entity2011.

Incorporation and Good Standing. The of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the state jurisdiction of Delaware with its incorporation or organization and has the corporate power and authority (corporate or other) to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Registration Statementcase of the Company, the General Disclosure Package and the Prospectus and (ii) to enter into and perform its obligations under this Agreement. Each of the Company’s subsidiaries have been Company and each subsidiary is duly incorporated or formed, as applicable, and is validly existing qualified as a corporation foreign corporation, partnership or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing or have such power or authority would not, individually or in the aggregate, be reasonably be expected to result have a material adverse effect on (A) the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (B) the ability of the Company to consummate the transactions contemplated hereby (each, a “Material Adverse Effect”). All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLCadverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Schedule D heretoExhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and each of the subsidiaries of the Company is organized (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the jurisdiction set forth beside such aggregate as a single subsidiary’s name on Schedule D. As used in this Agreement, would not constitute a “significant subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries within the meaning of an entity.Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing. The Company has been duly incorporated formed and is validly existing as a corporation in good standing under the laws of the state State of Delaware with the and has corporate power and authority to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Offering Memorandum and the Prospectus and (ii) to enter into and perform its obligations under this Agreementthe Transaction Documents to which it is a party; and the Company is duly qualified as a foreign corporation to transact business and is in good standing or equivalent status in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Change. Each of the Company’s Guarantor and its respective subsidiaries have has been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, applicable in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, as applicable (to the extent the concept of “good standing” is recognized in such jurisdiction), and each has the corporate or limited liability company company, as applicable, power and authority to (i) own, lease and operateoperate its properties, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Offering Memorandum and the Prospectus and (ii) to enter into and perform its obligations under this Agreement except where the failure Transaction Documents to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in which it is a Material Adverse Effectparty. Each of the Company Guarantor and its respective subsidiaries is duly qualified as a foreign entity corporation or limited liability company, as applicable, to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All Except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock or other ownership interests interest of each subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim claim. None of the outstanding shares of capital stock of any subsidiary of the Company were issued in violation of the preemptive rights, rights of first refusal or other than liens securing the senior secured credit facilities similar rights of Pinnacle Foods Finance LLCany securityholder of such subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D hereto, and each of the only subsidiaries of the Company is organized in are the jurisdiction set forth beside such subsidiarysubsidiaries listed as Exhibit 21.1 of the Company’s name Annual Report on Schedule D. As used in this AgreementForm 10-K for the year ended December 31, “subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries of an entity2015, filed on February 25, 2016.

Incorporation and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Delaware with the corporate power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration StatementCompany, the General Disclosure Package Guarantors and the Prospectus and (ii) enter into and perform its obligations under this Agreementeach of their Subsidiaries. Each of the Company’s , the Guarantors and their respective subsidiaries have has been duly incorporated or formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, as applicable, and each has corporate corporate, partnership or limited liability company company, as applicable, power and authority to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in the Registration StatementOffering Memorandum and, in the General Disclosure Package case of the Company and the Prospectus and (ii) Guarantors, to enter into and perform its obligations under each of this Agreement except where Agreement, the failure to be in good standing or to have such power or authority would notRegistration Rights Agreement, individually or in the aggregateDTC Agreement, reasonably be expected to result in a Material Adverse Effectthe Securities, the Exchange Securities and the Indenture. Each of the Company Company, the Guarantors and its their respective subsidiaries is duly qualified as a foreign entity corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing (i) would not reasonably be expected to have a material adverse effect on the performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture, or the consummation of any of the transactions contemplated hereby or thereby or (ii) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All the outstanding shares of the issued and outstanding capital stock or other ownership limited liability company interests of each subsidiary of the Company has Company, the Guarantors and each of their respective subsidiaries have been duly authorized and validly issued, is issued and are fully paid and non-assessable and is nonassessable and, except as otherwise set forth in the Offering Memorandum, all outstanding shares of capital stock or limited liability company interests of each subsidiary are owned by the Company, Parent either directly or through subsidiaries, wholly owned subsidiaries free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLCclaim. The Company Parent does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D heretoExhibit 21 to the Parent's Annual Report on Form 10-K for the fiscal year ended March 31, and each of the subsidiaries of the Company is organized in the jurisdiction set forth beside such subsidiary’s name on Schedule D. As used in this Agreement, “subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries of an entity2010.

Incorporation and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state jurisdiction of Delaware with its incorporation, is duly registered as a bank holding company that has elected to operate as a financial holding company under the Bank Holding Company Act of 1956, as amended, and has the corporate power and authority to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and (ii) to enter into and perform its obligations under this Agreementthe Transaction Documents. Each of the Company’s subsidiaries have been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the The Company and its subsidiaries is duly qualified as a foreign entity corporation to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). All Level One Bank (the “Principal Banking Subsidiary”) has been duly organized and is validly existing as a state chartered commercial bank regulated by the Michigan Department of Insurance and Financial Services (the “DIFS”) and the Federal Deposit Insurance Corporation (“FDIC”), is in good standing under the laws of the State of Michigan and its charter is in full force and effect; the Principal Banking Subsidiary has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; all of the issued and outstanding capital stock or other ownership interests of each subsidiary of the Company Principal Banking Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable assessable; and 100% of the capital stock of the Principal Banking Subsidiary is owned directly by the Company. There are no outstanding rights, directly warrants or through subsidiaries, free and clear options to acquire or instruments convertible into or exchangeable for any capital stock or equity securities of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLCPrincipal Banking Subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Principal Banking Subsidiary is the subsidiaries listed in Schedule D hereto, and each of the subsidiaries only depository institution subsidiary of the Company and the Principal Banking Subsidiary is organized a member in good standing of the jurisdiction set forth beside such subsidiary’s name on Schedule D. As used in this Agreement, Federal Home Loan Bank System. The Principal Banking Subsidiary is “subsidiarywell capitalized” or (as that term is defined at 12 C.F.R. 6.4(b)(1)) and neither the Company nor the Principal Banking Subsidiary has been informed by any Bank Regulatory Authority that its status as “subsidiarieswell-capitalized” shall mean both direct and indirect subsidiaries of an entitywill change within one year.

Incorporation and Good Standing. The Company (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state State of Delaware Delaware, with the corporate power and corporate authority to (i) own, lease and operate, as applicable, own its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and (ii) enter into has been duly qualified as a foreign corporation for the transaction of business and perform its obligations is in good standing under this Agreement. Each the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except in the case of clause (ii), where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect; and each subsidiary of the Company’s subsidiaries have Company (x) has been duly incorporated or formed, as applicablethe case may be, and is validly existing as a corporation or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the its jurisdiction of its incorporation or formation, and each has corporate or limited liability with the company power and authority to (i) own, lease and operate, as applicable, own its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and (iiy) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Company and its subsidiaries is has been duly qualified as a foreign corporation or limited liability company or other entity to transact for the transaction of business and is in good standing (to under the extent such concept is applicable to a particular jurisdiction) in laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessqualification, except for such jurisdictions in the case of clause (y), where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company has Company’s subsidiaries have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing adverse claim. None of the senior secured credit facilities outstanding capital stock or equity interest in any subsidiary was issued in violation of Pinnacle Foods Finance LLCpreemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D hereto, and each of Exhibit 21 to the subsidiaries of the Company is organized in the jurisdiction set forth beside such subsidiaryCompany’s name most recent Annual Report on Schedule D. As used in this Agreement, “subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries of an entity.Form 10-K.

Incorporation and Good Standing. The of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Delaware with the corporate power and authority to (i) own, lease and operateor organized, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement. Each of the Company’s subsidiaries have been duly incorporated or formed, as applicablecase may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, organization and each has corporate or limited liability company the power and authority (corporate or other) to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Registration Statementcase of the Company, the General Disclosure Package and the Prospectus and (ii) to enter into and perform its obligations under this Agreement Agreement, except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange. Each of the Company and its subsidiaries each subsidiary is duly qualified as a foreign entity corporation, partnership or limited liability company, as applicable, to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company has have been duly authorized and validly issued, is are fully paid and non-assessable and is nonassessable and, except as disclosed in the Time of Sale Prospectus, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing adverse claim. Except as set forth on Schedule D hereto, the senior secured credit facilities of Pinnacle Foods Finance LLC. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Schedule D heretoExhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010 (the “Annual Report”) and each of the subsidiaries of the Company is organized (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the jurisdiction set forth beside such aggregate as a single subsidiary’s name on Schedule D. As used in this Agreement, would not constitute a “significant subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries within the meaning of an entity.Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing. The Company Each of the Material Corporate Entity and the Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state its jurisdiction of Delaware with the incorporation, is up-to-date in all corporate filings except where failure to be up-to-date in such corporate filings does not and will not have a Material Adverse Effect (as defined below), has corporate power and authority to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in now conducted by it and each of the Registration Statement, the General Disclosure Package Corporation and the Prospectus and (ii) enter into and perform its obligations under this Agreement. Each of the Company’s subsidiaries have been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Company and its subsidiaries Corporate Entity is duly qualified as a foreign entity or extra-provincial corporation, as the case may be, to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify would not have a material adverse effect on (i) the business, general affairs, management, condition, financial position, shareholders’ equity, results of operations or properties of the Corporation and its consolidated interest in the Material Corporate Entity and the Joint Venture Inkai Limited Liability Partnership (“JV Inkai”) and Westinghouse Electric Company (“WEC”, and collectively with the Material Corporate Entity and JV Inkai, the “Material Entities”), taken as a whole, or (ii) the ability of the Corporation to perform its obligations under this Agreement or to be in good standing would notconsummate the transactions contemplated by this Agreement (collectively, individually or in the aggregate, reasonably be expected to result in a “Material Adverse Effect. All ”), and except as otherwise disclosed in the Registration Statement, Prospectuses and the Disclosure Package, all of the issued and outstanding share capital stock or other ownership interests of each subsidiary of the Company Material Corporate Entity has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyCorporation, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLC. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D hereto, and each of the subsidiaries of the Company is organized in the jurisdiction set forth beside such subsidiary’s name on Schedule D. As used in this Agreement, “subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries of an entityclaim.

Incorporation and Good Standing. The of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule C-1 (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the state jurisdiction of Delaware with its incorporation or organization and has the corporate power and authority (corporate or other) to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in each Applicable Prospectus and, in the Registration Statementcase of the Company, the General Disclosure Package and the Prospectus and (ii) to enter into and perform its obligations under this Agreement. Each of the Company’s subsidiaries have been Company and its Subsidiaries is duly incorporated or formed, as applicable, and is validly existing qualified as a corporation corporation, foreign corporation, extra-provincial corporation, partnership or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All of the issued and outstanding capital stock shares or other equity or ownership interests of each subsidiary of the Company has Subsidiary have been duly authorized and validly issued, is are fully paid and non-assessable and is nonassessable and, except as set forth in each Applicable Prospectus, are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLCadverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule D hereto, and each of the subsidiaries of the Company is organized in the jurisdiction set forth beside such subsidiary’s name as disclosed on Schedule D. As used in this Agreement, “subsidiary” or “subsidiaries” shall mean both direct C-1 and indirect subsidiaries of an entityC-2.

Incorporation and Good Standing. The of the Company and its Subsidiaries. Each of the Company and its Subsidiaries has been duly incorporated or formed, as the case may be, and is validly existing as a corporation and in good standing under the laws of the state jurisdiction of Delaware with the corporate its incorporation or formation and has all requisite power and authority to (i) own, lease and operate, as applicable, operate its properties and to conduct its business as described in the Registration StatementProspectus and, in the General Disclosure Package and case of the Prospectus and (ii) Company, to enter into and perform its obligations under this Agreement; and no proceeding has been instituted or, to the knowledge of the Company, threatened in any such jurisdiction seeking to revoke, limit or curtail such qualification, power and authority. Each of the Company’s subsidiaries have been Company and its Subsidiaries is duly incorporated or formed, as applicable, and is validly existing qualified as a corporation foreign corporation, partnership or limited liability company, as applicable, in good standing (to the extent such concept is applicable to a particular jurisdiction) under the laws of the jurisdiction of its incorporation or formation, and each has corporate or limited liability company power and authority to (i) own, lease and operate, as applicable, its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) enter into and perform its obligations under this Agreement except where the failure to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is in good standing (to the extent such concept is applicable to a particular jurisdiction) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange; and no proceeding has been instituted or, to the knowledge of the Company, threatened in any such jurisdiction seeking to revoke, limit or curtail such qualification. All Except as otherwise disclosed in the Prospectus, all of the issued and outstanding capital stock stock, partnership interests or other ownership membership interests of each subsidiary of the Company has Subsidiary have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than liens securing the senior secured credit facilities of Pinnacle Foods Finance LLCclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries Subsidiaries listed in Schedule D hereto, and each of Exhibit 21 to the subsidiaries of the Company is organized in the jurisdiction set forth beside such subsidiary’s name on Schedule D. As used in this Agreement, “subsidiary” or “subsidiaries” shall mean both direct and indirect subsidiaries of an entityRegistration Statement.